Ben 10: Fallen Hero
by dragonfairy16
Summary: The Ultimatrix has more secrets then even Azmuth knew about and now Ben has to face the consequences. With the help of old friends and new can they save Ben so he can save the world. BenxKevin and more
1. New surprises

**Hey guys I decided to start over because it wasn't working out the way I wanted it to so I apologize. The middle part is essentially the same but the rest is different so you're going to want to read it.**

**Now for those who are joining for the first time: I usually only do three stories at the time at most but after watching the season premier of Ben 10 Ultimate Alien It gave me an inspiration. This is my first non anime story so I hope you all enjoy. **

**It will be BenxKevin but the love relationship isn't the big part of the story. There will be more drama and action than anything else.**

**Disclaimer: belongs to ****Dwayne McDuffie****, Glen Murakami and the studio "Man of Action" **

The night air was still and the only thing that could be heard in the shipping yard was the quiet laps of the ocean. Suddenly the silent's was broken as a shipping container exploded.

"ULTRA SPIDER MONKY!" Ben yelled as he changed from the small blue monkey with 6 arms to a giant gorilla with giant pointed spider legs. He stood against two insect like creatures that spat green goo from their mouths landing next to the dodging Gorilla and melted one of the containers it landed on.

"Hey I can do something like that too," He stated in a low voice and opened his large mouth spitting out a spider web that caught the two of them.

"Ben behind you," Gwen shouted and Ben turned around as goo was flung at him. Before he was able to stop it a boulder was flung in between him and the green slime.

"Thanks Kevin," He said as the cement covered teen ran up behind him.

"You know I always got your back," He said smiling and changed his arm into a hammer and charged. After the battle ended Kevin and Gwen walked up to Ultimate Spider Monkey and watched him change back into Spider monkey and then back into Ben. His eyes glowed purple for a few seconds and he slightly collapsed into Kevin's arms. Ben stood back up grabbing his arm with the Omnitrix on it.

"Are you alright," Gwen asked her cousin.

"Yeah I'm fine just a little tired," He smiled. Kevin gave him a skeptical look and tried to grab Bens arm but the younger teen pulled away.

"I'll give you a ride home," Kevin said but Ben shook his head.

"No I got my car. Besides you need to bring Gwen home, you guys live so close to each other," He said and before either of them could argue Ben ran off to his car. Once he got home the hero was sweating and holding his arm tenderly.

"Ben is that you?" His mother called from the kitchen.

"Yeah mom!"

"Dinner will be out shortly I'll call you then ok," She said and Ben walked into his room shutting the door behind him. As soon as he was by himself he shed the green jacket and held his arm out watching as black veins seeped their way up his arm.

"Dam it there higher than before," He groaned in pain. He watched as the veins began crawling up past his elbow and to his shoulder. He suddenly realized it was getting very hard to breath. Holding his chest he held the Omnitrix up to his mouth. "Ultimatrix… voice command mode,"

"This mode is locked and not available," It answered back

"Command functions…override… code 10"

"Override accepted,"

"Decouple Ultimatrix… command code…000 release coupling 0," (1)

"Command denied. DNA extraction still in commence," the monotone voice of himself said. Ben's eyes widen as he tried to pull the Omnitrix from his wrist gasping for air. The black lines had now made its way to the side of his neck and Ben dropped to the ground.

Ben's mom came out of the kitchen with a casserole in her hands and called her husband from the garage. As soon as he came into the home they both heard the thud come from there's son room and after placing the casserole on the table both parents walked into Ben's room.

"Ben," His mom called and they found Ben on his back gasping.

"Ben!" his father Carl yelled grabbing his son on the floor.

"I'll call the ambulance," The blond haired woman cried.

"No Sandra this isn't that kind of problem," He yelled seeing the veins on his son's body. He reached over to Ben's jacket and pulled out the plumber's badge. "How do you work this thing?" He asked as a green screen appeared. "Hello dad if you can get this please. Ben's in trouble come to the house," He said into the device.

Ben suddenly stopped struggling and laid limply in his father's arms with dull green eyes looking up.

"DNA extraction complete responding to last command 000 release coupling 0," The Omnitrix recited and the watch clicked apart and realized itself from the Teens arm.

At the same time Kevin was driving Gwen home on the other side of town.

"Kevin are you alright?" Gwen asked.

"I just think that Ben's been hiding something from us this past couple of months. Especially tonight,"

Gwen sighed. "Yeah I noticed it too but he'll tell us when he's ready." Suddenly both Kevin's and Gwen's badges lit up.

"Please dad if your there Ben's hurt. He's not breathing!" Carl's voice rang out. Kevin hit the break and turned his car around sharply and took off in the other direction and for once Gwen didn't complain about his driving. Max also received the call while with Alan, Pierce, Helen, and Manny and turned on the jet engines on the Rust Bucket to his son's home. Both he and Kevin got to the house around the same time and as they all got out of their cars the door to the Tennyson's house opened. Sandra came storming out of the house Tears streamed down her face as she threw the Ultimatrix at Max who let it fly pass his face and hit the Rust Bucket behind him.

"You killed him! You all killed my only son with that stupid watch!" She cried and fell to her knees and everyone stared behind her as Carl stood in the doorway with Ben in his arms.

1 YEAR LATER

A 16 year old teen kicked the soda can forward as he walked home from a party in the middle of the night. Everyone there was just being a bunch of losers and now he just wanted to go home. A slight breeze blew from behind and he wrapped his light blue jacket tighter around himself. His cell phone rang and he picked it up.

"Hey what's up?" He said into the phone.

"Jason where did you go?" He heard from the other side.

"Sorry Mary the party just wasn't my thing so I went home,"

"Well, tell me next time I got worried,"

Jason smiled into the phone and with a good night he hung up. Kicking the can again it flew sideways into a field on the side of the road. He was going to leave the small soda can there to rust in the high grass when he heard it hit something. He heard low beeping sounds and looking over he saw a glow of green. Skeptically he walked into the grass and jumped as a bird flew into the sky.

"Stupid bird," he mumbled under his breath and moved on walking to where the can landed he bent down and picked up the glowing object. It was long and black with green lines running along the length and on the top there was a black circle with a green hour glass shape design on it. The beeping had stopped and the glow had disappeared as Jason curiously began twisting the dial.

"DNA required," The watch like devise said and a monotone boys voice.

"What the hell?" He said and flipped it over. "Pretty cool looking watch I guess. Wonder how you tell time?" He said placing it on his wrist. His blue eyes widen as the watch clamped onto his wrist tightly and he tried to pull it off but it wouldn't budge. Looking around in a panic he couldn't find anyone to help him. Running home he opened the door and slammed it shut.

"Mom!" He screamed but no one came to his aid except for his large dog that he named Tiny. The German shepherd barked and jumped onto Jason. "Ugg I forgot mom's on her date with Jeff. Why is it when I want her out of the house she's here and when I want her home she's gone?"

He walked into his room and pulled out his tool box from under his bed. He took out a screwdriver and rested his arm on his desk. He tried to pry the thing off but it wouldn't budge. He tried tool after tool but none of it would work.

"What have I done," He cried out in annoyance. Before he could try anything else he heard the door unlock. Throwing his tools into the box he turned off his light and jumped into bed pulling the blanket over his head.

"Jason?" His mom called quietly as she opened the door. He heard her shift around his room probably putting some of his close into the laundry and then closed the door on her way out. As he lay in his bed he began to drift into sleep.

_He found himself drifting in a green light being pulled towards something. After a few minutes his feet landed onto the ground and he saw a black shadow ahead of him. Walking forward he found the shadow was the back of a person._

"_Hello?" Jason asked and the dark outline turned around. While he couldn't make out who it was he could see that it was the outline of a man. "Hey where am I?" The shadow didn't respond but held its hand out like it needed help._

"_Do you need help?" The teen asked trying to walk up to the shadow but as he walked forward the person kept getting farther away. He began to run towards him but he found he couldn't move forward. _

"Jason…Jason…Jason!" He heard and opened his eyes and came face to face with his mom. "Jason It's one in the afternoon. I know that it's the weekend but you can't sleep the entire day away,"

"Yeah sorry about that," he said as sat up.

"Well I'm heading to work I'll see you tonight. Why don't you go get some fresh air since you still smell like the beer you had last night," His mom said as she walked out of the room.

Of course she would find out he snuck out to a party, she was always good at that. He wanted to go apologize when he heard her already walk out the door and he knew she was pissed. Rubbing his brown hair he looked at his wrist and realized he forgot all about the watch. Cursing to himself he had to find out a way to get this thing off of him.

Getting dressed he grabbed his skateboard deciding he would check out the field he found the wristwatch. As soon as he got there he lifted the skateboard and leaned it against a tree. Before he walked into the pasture he heard whispers in a creepy voice. He crouched down low and made his way through the grass.

"Did you find it yet?" He heard someone say.

"Would I still be looking if I did?" another one whispered back.

"I can't believe you dropped it the master is not going to be happy,"

"Well if you kept that stupid Anodite girl away I wouldn't have!" Looking over the grass his eyes widen at the sight of a red bug looking monster talking to a blue one searching through the grass. Slowly Jason began to back up so the two giant insects wouldn't notice him. Unfortunately the universe had other plans in mind as he stepped on a stick behind him. The two insects twisted their heads sharply and Jason turned around to run only to come face to face with a green bug. It grabbed the back of his shirt and hosted him up.

"It's a human child," He called out as the other two came walking up to them.

"Look at his wrist. He wears the Ultimatrix." The blue one said happily. Jason wrapped his hand around the watch and looked around for escape.

"Give it to us boy and we will let you go unharmed," The red one said.

"I would if I could but it's stuck!"He cried. The blue being began to reach for the Ultimatrix but was blasted forward by a pink explosion.

"Let the kid go Vladex," He heard a man's voice call out. Looking up he saw a black haired teen in a white shirt and black jacket. Next to him stood a girl with orange hair up in a high pony tail, she wore a short sleeved green shirt and a black skirt with knee high black boots.

"How did you find us so fast?" The green bug or now known as Vladex yelled.

"Your stench was easy to follow," the tall teen said back.

"You're too predictable. We saw you drop it around here so we just need to wait for you to come back," The girl stated. The red bug held his head back and began spitting out green goo while the one holding Jason began dragging him back.

"Let go of me!" He screamed.

"Twist the button and press down on it," the girl yelled loudly dogging another blast of slime. The Teen with her slammed his hand on the ground and his body was soon coved in the same brown material of the ground.

"Don't tell him how to work it Gwen. It isn't his!" He yelled as he flung himself out of the way of oncoming fire.

"It's better than the Ultimatrix getting in their hands Kevin!"

Jason twisted the black knob as he tried to push himself away from the giant insect. It lit up green and a green hologram of a creature appeared. Twisting it further new pictures popped up.

"Which one!"

"Any one!" The girl Jason now knew as Gwen yelled back. Jason slammed on the green hologram and the alien let go of him as he became enveloped in a light. He felt his bones and muscles get stretched and pulled and when the light dimmed he looked down at himself and found himself to be a blue and black looking moth. He took a breath and frozen air escaped his mouth even though it was almost 80 degrees out (2).

"What happened to me?" He asked in a raspy voice. The two teens made their way to him and surrounded him.

"You changed into Big Chill," Gwen said. "The watch you are wearing allows you to change into different aliens."

The three insect like aliens came stalking up to them.

"You need to freeze them,"

"How do I do that?"

"How are we supposed to know?!" The Kevin yelled and the girl hit him to be quiet. Jason glared at him and held his hands out. He didn't know how but the feeling felt so natural. It was like he just knew and ice appeared from his hands. Two of the giant insects froze where they stood and as the green one rolled out of the way. Kevin stomped up to him with his fist in a form of a sword.

"Where is he?" He asked the alien angrily and the alien laughed maniacally.

"I will never tell you!" The giant insect said and just as he held back his head to spit up more toxic goop ice covered his head. Kevin looked back at Big Chill and growled, slammed the frozen alien causing it to crumble into millions of tiny pieces.

"That was so cool!" Jason shouted pumping his fist into the air as he was once again enveloped into a green light and turned back into himself. The two teens turned back to him and he placed his arm down.

"New DNA acquired. Reconfiguring data," The Ultimatrix announced.

"Take it off!" Kevin shouted storming up to Jason and lifting his arm off painfully.

"Kevin, knock it off!" Gwen yelled and Jason tried to pry Kevin's hand off him.

"What do you think I have been trying to do you big jerk," Jason replied.

"Did you try telling it to come off?" Gwen asked. Jason stopped struggling and blushed.

"N…no," He said and Kevin dropped him. "Umm, come off?" He said to the watch. The Ultimatrix didn't budge. "Remove yourself, Go away, leave, get off…"

Kevin slapped himself on the head and sighed. "Say Ultimatrix… voice command mode."

Jason repeated what Kevin said but the Omnitrix remained silent.

"I didn't think it was going to work," Gwen stated. "Ben wasn't able to get it to remove it until it completely configured to him."

Jason perked up at the name.

"Ben…as in Ben Tennyson?" He asked remembering watching the news about the alien hero. "Are you kidding, is this the thing that gets him to turn into aliens? Were those monsters aliens? Are you like his sidekicks?" Jason kept asking.

"I'm nobody's sidekick kid," Kevin said angrily.

"I'm Gwen and this is Kevin." Gwen stated. "Who are you?"

"Jason."

"Well Jason I'm sorry but I need you to come with us. We need the Ultimatrix back and believe me you're going to want it off too." She alleged and held out her arm. Jason looked at her skeptically before finally taking it. Grabbing his skateboard he followed them to the road where he stood in shock at the amazing looking green muscle car.

"Are we riding in that?" Jason asked and Kevin pulled out his key.

"Yeah get in," He said nonchalantly walking towards his car.

"Sweet!" Jason whispered to himself sitting himself in the back seat. After a few minutes of driving in silent's Kevin drove into a motor home park and parked next to an old motor home. After getting out Jason looked around and Kevin walked up to the door.

"Max we got a problem!" He called out as he knocked.

"He doesn't like me much does he," Jason said leaning against the car. Gwen smiled sadly as she stood next to him wrapping her arms around herself.

"It's not you. We've just been having a hard year that's all…it's been making him a little grumpy."

Before Jason could ask what happened the door opened and a large grey haired man walked out.

"Kevin, Gwen did you recover the Ultimatrix?" He asked.

"Yeah but someone decided to hitch a ride on it," Kevin stated nodding over to Jason. The man looked over and spotted the black and green device on Jason's wrist and frowned.

"Oh no…This isn't good,"

"No, no It's not," Kevin agreed as the older man walked passed him.

"Hey there I'm Max Tennyson," He stated holding his hand out to Jason. The teen introduced himself and shook his hand. "Have you tried taking it off?"

"Yeah he tried," Gwen said. "It's like when Ben first had it."

"Can't you just get Ben to take it off? I mean it's his right and it listens to him." He looked to the three as their faces turned to frowns.

"Ben's not exactly here to help," Max said.

"Well then where is he?" Jason asked.

"Right behind you," The group heard and turned around to a swarm of giant insect like aliens, the brown haired teen standing in front of them in black pants and a black tight sleeveless top smiling with cold black eyes. Gwen threw up her powers around her hands and Kevin placed his hands on his car changing into green metal growling in the process. Jason took a step back and bumped into max who placed his hands on the teens shoulders.

"…And I think you have something that belongs to me."

(1)I went back to the final battle episode and that is what he said word for word when he took it off then. See I did my Homework xD

(2)80 degrees Fahrenheit are about 26 degrees Celsius for those who don't know.

**Ok so I think this went a lot better than my original version and I hope you agree please let me know what you think.**

**Please review kindly xD **


	2. Hard Reunion

**Sorry it took so long but I had finals so it took me a long time to bring out another chapter but it's the summer and I can work on my fan fictions all summer.**

**IMPORTANT: I RE-DID MY FIRST CHAPTER SO IT IS DIFFERENT. IF YOU READ THE ORIGINAL PLEASE RE-READ IT MOST OF IT IS THE SAME BUT IT STARTS AND ENDS DIFFERENTLY AND THERE VERY IMPORTANT.**

"Well don't all look happy to see me all at once," Ben smiled.

"Ben, please you have to remember us," Gwen cried out.

"Oh Gwen I remember you all just find. He on the other hand is new," The teen said pointing to Jason leisurely.

"He's the new holder of the Omnitrix if you don't stop this stupidity now," Kevin growled. Ben laughed with his eyes closed and stopped as he looked back at Kevin sharply with his dead black eyes.

"Get the Ultimatrix," He said and the goo spitting bugs advanced. Jason put his hands into fists ready to fight but Max pulled him back into the Rust Bucket.

"Hey," Jason complained.

"Get in!" Max shouted as Goo flew past their head hitting the motor car. The slim hit one of the wheels and the rubber began to burn.

"You're not going anywhere human," a yellow bug said right behind Max and Jason. As it held its arm up to strike it was pushed off it feet by something fast and went flying.

"Helen!" Max shouted and the blue Kineceleran girl smiled as she ran in front of them.

"All we do is go out for food and everything goes to high hell," she cried and turned to the fight. Both Manny and Pierce made their way into the fight knocking out alien bugs and shooting spikes. Manny turned to hit another one but found Ben in front of him instead.

"Finally get another chance to knock out the great Ben Tennyson and you don't have any alien help this time."

"I don't need them to defeat you," Ben sneered and jumped up kicking Manny in the head and the red four armed alien hit the ground hard.

"Manny!" Helen yelled and was by her friend in a second. Looking up she was hit by Ben hard and fell on top of her friend. Ben stepped over the two and made his way over to Jason who was pushed behind Max.

"Ben!" Max yelled for his grandson to stay back. Kevin saw the younger teen advance and tried to stop him but was caught between two aliens. Max apologized to Ben as he took a swing but the hero grabbed the assaulting fist like it was the easiest thing in the world. He began squeezing the older man's hand until his grandpa was pushed down onto the ground in pain. Ben held him there and with his free hand held it out to Jason

"I would like my Omnitrix back now," He said gently like he wasn't holding his grandfather at his mercy or that he just led an alien assault on his friends.

"N…no," Jason said taking a step back. He placed his hand on the dial ready to fight back when Ben grabbed a hold of his wrist. As soon as he grasped it a bright green light made its way from under his hand and both Ben and Jason yelled in pain. Ben let go of the weapon and his grandfather and jumped back. Jason didn't let it phases him and twisted the dial and pressed down on it. When he looked back up he found himself looking up at Ben and looking at his hands found it to be silver colored.

"What the heck," he said sounding like he did when he talked through an electric fan. This wasn't that Big Chill guy he wanted from before.

"Echo huh," Ben said gaining his ground and began walking forward. Jason closed his eyes and felt his powers. Opening his mouth he took a deep breath and shouted loudly. Ben dodged the vibrations and smirked. He began walking forward again when he was hit from behind by something pink.

"Ben stop it now!" Gwen shouted. He turned around and saw that most of his aliens were defeated Gwen and Kevin stood next to each other ready for battle with Pierce as Helen and Manny began to get up hesitantly. Ben turned back to Jason and watched as his grandfather got up as well.

"Tennyson we are outmatched. The master would want us to retreat," One of the insects announced. Ben frowned and nodded pulling a remote like device from his pocket.

"Ben wait please let us help you," Kevin shouted and began to take a step towards Ben.

"I don't want help, I want you to die," the teen said before pressing a button and disappearing with the rest of his force. The group stood in silence.

"Wow, what a family reunion. I thought Ben was the good guy." Jason stated after turning back into himself. Kevin walked up to his car and got in slamming the car door in the process. Everyone flinched at the loud sound as he revved the engine and took off. "Did I say something wrong," Jason asked and Gwen sighed.

"Kevin's been taking it hard. They were going out before all of this," she stated and sat down on a picnic bench next to the Rust Bucket.

"What happened?" He asked taking a seat across from her.

"The Ultimatrix happened," Max said telling Jason the story.

Flash Back

The group had driven to one of the plumber head quarters outside of Bellwood where they met up with the creator of the Omnitrix.

"He's still alive," Azmuth stated as he stood on a stool next to the steel table that Ben laid on. The teen laid there peacefully hooked up to machines and tubes registering that he was still alive…barely…but still alive.

"I don't understand what happened?" Kevin said pacing back and forth. After finally convincing Ben's parents that the only person that could save him was the small grey alien and they allowed Max, Gwen, and Kevin to take him to the creator of the Omnitrix. Azmuth touched Ben's arm where the black lines appeared.

"The Ultimatrix was more powerful then I realize. When I built both the Omnitrix and the Ultimatrix I made it to work like a **Symbiote** which is where the Omnitrix and the host it attaches to benefits. While Ben would be able to change into different aliens, the Omnitrix would live off of bits of his DNA. Unfortunately because of the strength of the Ultimatrix the sampling of his DNA was much stronger and quicker than the Omnitrix,"

Kevin looked at the alien like he was speaking another language and Gwen rolled her eyes. Max stood behind the group with the Ultimatrix in his hands. He felt responsible for all of this. He allowed Ben who was only 10 years old to go out and fight aliens wearing a dangerous weapon on his wrist. He looked back up and watched as Kevin walked up to Ben and placed his hand into Ben's.

"I should have known something was wrong," Kevin whispered. "He was suffering and none of us saw it."

"How could we Kevin, if he didn't want anyone to know than we aren't going to know." Gwen argued and Kevin turned around sharply.

"But I should have known. All the signs were there, he was getting more and more distant not wanting to be touched not wanting to be with me. He always wore long sleeves even if it was warm and I should have said something."

"Is there anything we can do to save him?" Max asked walking up behind Gwen. Azmuth rubbed his chin and looked at the sleeping Ben.

"Maybe but I have to do some experiments," the small alien said and Max allowed him onto his shoulder. Gwen followed them and looked behind her.

"Kevin, are you coming?" she asked.

"I'm just going to stay here a little bit longer," he said taking a chair from against the wall and taking a seat. About an hour later he woke up and blinked away the sleep. His eyes widen when he realized the steel table in front of him was now empty. He straightened up and looked around and saw Ben standing in front of the window that was now open, his back to the older teen.

"Ben?" He said standing up and the younger teen turned his head towards his boyfriend smiling creepily. He stared at Kevin with black soulless eyes.

"Ben you're ok?" Kevin asked and took a step forward. Ben looked back out the window and jumped up.

"Hey Ben wait what are you doing!" He shouted and Gwen came in with Max following behind her.

"Ben" Max yelled with the Omnitrix in his hands. Ben turned around and when he spotted the Omnitrix his eyes shrunk to black pits.

"Give it to me," He said and stepped down from the window. Gwen glared at her cousin and held her shield up.

"I think you should lie back down Ben," Max stated.

"Ben!" Kevin said coming up from behind the smaller teen and placing his hand on his shoulder. Ben stood straight and grabbed Kevin's hands and swung him over his shoulder slamming him on the ground.

"Ben!" Gwen shouted looping a purple rope around her cousin. Kevin moaned and when he opened his eyes he saw Ben over him trying to struggle out of his binds. Ben widen his arms until the purple energy broke apart.

"What?" Gwen gawked and Ben made a run for the window once again and jumped out. Kevin ran to the window but Ben had already disappeared.

"What just happened?" Kevin asked facing Gwen and Max. Azmuth came up behind them and sighed.

"After my analysis I discovered that after all that DNA being ripped out of the boy he has become nothing but the raw emotions and power of the aliens. That's were all his new strength came from and he's going to want nothing but to have more of the power from the Omnitrix."

"Then how are we supposed to get him back?" Gwen said tears threatening to fall from her eyes.

"I don't know…" The alien responded.

End Flash Back

"So how did he end up with those slimy aliens," Jason asked.

"We assume that the Anlex aliens want Ben so they can take over the world and Ben wants the Omnitrix. It's a mutual benefaction for the two of them. They must have found each other and made an arrangement." Max stated.

"So how did you get the Omnitrix?" Helen said walking up to Jason.

"Oh sorry Helen…guys this is Jason, Jason this is Helen, Manny and Pierce." Gwen said pointing to each of them respectively. "The Anlex got a hold of the Ultimatrix and as Kevin and I fought them they dropped it in a field. Jason got it before we did."

"And you were stupid enough to put it on your wrist?" Manny said and Helen punched him.

"Yeah yeah so sue me," Jason responded back.

"Well I think it's time we see Azmuth and see what we can do about that little weapon on your arm," Max said. After changing the tire that was destroyed the group piled into the Rust Bucket and drove off.

"What about Kevin?" Jason asked.

"I'm sending him a text message now," Gwen said taking out her cell phone. "If he wants he can meet us."

"Meet us where?" The Omnitrix wearer asked. Everyone pointed up without looking up from what they were doing. "Space?" He yelled and they all nodded. Jason didn't know if he should be excited or scared out of his mind. After about ten minutes he soon realized he was a lot more tired than he thought and began to drift off.

_He once again found himself floating through the green space of his dream. He took a step and began walking forward._

"_Hey shadow person are you here!" He called out. Looking around he finally spotted the shadow figure and ran over to it. _

"_Hey!" He called out and hit smack into nothingness and fell down on his butt. "Owww," He groaned and when he looked up he saw the shadow man had turned around and could make out a smile drawn across his face. _

"_Hey stop laughing that hurt," He cried getting up and placing his hands on the invisible wall. "Who are you?" _

_The person cupped his ear signaling Jason that he couldn't hear him. Realizing this he pointed to himself and then worded his name. The shadow nodded and pointed to himself and then at the Omnitrix. _

"_Am I in the Omnitrix?" He asked the mystery man who nodded happily. The shadow pointed to himself again and then to Jason and then to the watch once more. "I'm sorry man I can't understand you," he stated shaking his head. The shadow frowned and fell to the ground bringing his knees up to his chest and dropped his head. Jason placed his hands up against the wall once again and frowned._

"Jason we're here," Jason felt himself get shaken and opened his eyes to find Gwen waking him up. Looking out the window he cocked an eyebrow and followed Gwen out the Rust Bucket.

"I know I'm new to this but I was expecting something a little bit more…I don't know high tech," the teen said standing in front of a normal house. The door opened and an Asian girl with short black hair walked out.

"Gwen I got your text," she called out. "What happened?"She asked walking up to the group.

"Julie this is Jason. Jason…Julie," Gwen introduced and Julie nodded a hello. After telling Julie what happened Julie frowned.

"You need Ship then," Julie stated and turned around.

"Doesn't she mean a ship?" He whispered to Gwen.

"No she means Ship," Gwen answered as Julie whistled. A few seconds later a small black and green dog like creature ran out of the house and into Julie's arms.

"Ship, Ship," it called out reaching over to Jason like it was trying to sniff him. It reached down to Jason's wrist where it smelled the Omnitrix. It whimpered at it and hopped into Jason's arms.

"Umm…hi boy," he said cautiously petting its head. "So now what?"

"Ship," Julie said and ship jumped out of Jason's arms and into the air and shifted and grew tremendously.

"Ship!" It said in a low booming voice now in the shape of a ship. Jason looked up in surprise and gasped.

"Whoa!" he exclaimed and everyone began getting in. A loud sound of an engine roared behind everyone and they turned around. The green muscle car pulled to a stop in front of Julie's house. Gwen smiled and ran up to the car as Kevin got out.

"I bought us all smoothies," he said quietly holding a cardboard tray full of smoothies. He walked up to Jason and handed him one. "I didn't know what flavor you liked so I got you a strawberry banana."

"Thanks," Jason said in surprise and grabbed the drink. Kevin nodded and walked into the ship and Gwen stopped in front of Jason.

"That's just his way of saying thanks for the help this morning and…welcome to the team," She said and walked in after Kevin. Jason smiled and took a sip of the smoothie.

"Hey this isn't half bad," he said and walked in with everyone else as Ship closed the back of itself and flew up in to the sky.

**Review kindly please**


	3. Surprise visits

**I don't know why but I had some difficulties writing this chapter. But now that it's done I hope it goes smoother so on with the story.**

Ben walked down a dark tunnel with an angry expression written on his face. With a few alien bugs behind him he opened up huge metal doors and was met with bright neon lights.

"Ben Tennyson welcome back," A giant purple looking cockroach said as he sat on a cement throne. His eyes glared at Ben when he saw the teens frown.

"Your cronies suck at fighting. I fought regular humans that put up more of a fight."

"If you have a problem with how we fight than you can leave," The alien said and Ben crossed his arms.

"Fine I'll just find another race of aliens that wants to take over earth. It's just going to be so hard to find one," he said saying the last part sarcastically. He turned around to leave and smiled as he heard frantic clicking by all the creatures.

"Wait!" The head alien shouted. "Don't let him leave."

Ben snickered and turned making his way back to the throne like chair before any of the aliens grabbed him.

"Marrow you don't seem to understand our little situation," he said getting closer to the purple alien. Marrow began to back up in his seat until Ben was right in front of him. "When I talked to your king he said that you were all working for me. I'm letting you keep your nice chair and command statues because all I want is the Ultimatrix but if I wanted to I can take it all. Do you want that?" He threatened.

Marrow shook his head. "No I…I…I apologize," he quivered.

"Good. Now if I know my grandfather he probably took the kid to see Azmuth," Ben snickered. "That old man is just too predictable."

*In Space*

Jason looked out the window of the Ship with his jaw wide open and a smile upon his face. He was actually in space some place he never in a million years thought he would be. Smiling he turned around to find Kevin watching him. He blushed slightly and coughed.

"So you have a space ship up here or something?" Jason asked.

"It's not a space ship it's a giant space station," Helen answered him and Jason's eyes widen.

"How the heck do you hid a giant space station without know one finding out?"

"Parts of the government know about us and the plumbers," Gwen said.

"The Plumbers?"

"The Plumbers are a secret government organization that protects the general public from any alien threat. It was disbanded but after the amount of alien activity the American government re-established it and the new base was built there," Gwen said pointing out the window. Jason looked out and squinted into the empty darkness.

"I don't see anything," he said. Max laughed and pressed a button.

"This is Max Tennyson asking for permission to land."

"This is the Earth Guardian giving you permission to land please take the eastern landing pad," A man's voice spoke into the speaker.

Jason looked around to see where they were meant to land and out of nowhere a gigantic space station materialized. He stood up out of his seat and smushed his face into the glass to get a better look. It was bigger than the pictures of the regular space station that he learned about in school and it almost looked like the planet Saturn with a solid white ring around a black giant ball in the middle.

After thanking the voice Max landed Ship and after getting out Ship turned back into its small self and jumped into Julie's arms.

"Hey guys," Jason heard a girl call out from behind them. He shouldn't have been so surprised to turn around to be greeted by an alien girl. She looked human enough apart from her skin being completely red with long black hair and solid black eyes. She wore a solid black leotard with a see through silver skirt.

"Hey Dee," Gwen said.

"Who's the new guy?" The alien asked folding her arms.

"This is Jason he accidently put the Ultimatrix on his arm."

"How do you accidently put the Ultimatrix on?" Dee asked her happy expression now turned to a frown.

"It's kind of a long story. We brought him to see your mom and Azmuth," Gwen said as the group left the ship bay. Helen, Manny, and Pierce decided to go to the training room and the group split up. Jason smiled in awe as he watched aliens and humans alike walk through the halls of the massive station.

"So…" Jason said matching his walk with Dee behind Gwen, Kevin, Julie, and Max. "I'm Jason."

"Yeah I know," Dee stated in a monotone voice.

"Is Dee your real name or is it short for something?"

"My real name cannot be pronounced by human tongue and can only be understood by my race the Reblades." She said and walked faster and away from Jason.

Jason sighed not knowing what he was doing wrong. He knew what he did was stupid but it's not like he did something to her personally. They walked to a door that was labeled infirmary in English and other alien languages.

"Dee where have you been?" another alien that looked like Dee asked as everyone entered.

"Mom I told you I was just greeting our friends," Dee complained. Her mother smiled when she saw who was following her daughter and walked up to them.

"Welcome back everyone," She bowed slightly in her white lab coat. When she spotted Jason and the Omnitrix she looked at him surprise.

"Yeah I know I'm the idiot who tried on the Ultimatrix," Jason sulked and the older red alien laughed.

"Well welcome to the Earth Protector I am Neillee."

"Jason."

"I assume you are here to see Azmuth."

"Did someone call my name?" The small Galvan asked hopping onto Neillee's shoulder.

"We seem to have a new Ultimatrix user," she responded back.

"How did you…"

"Oh please don't make me go through this again," Jason groaned. Kevin punched him in the arm and Jason hissed holding his arm and looked up at the 18 year old. "What was that for?" he cried.

"Azmuth created the Ultimatrix show him a little respect," Kevin said. Jason looked back at the tiny alien in surprised.

'You created this? Great take it off," Jason pleaded. Neillee motioned him to a table and Jason hopped on. Julie and Max left to talk to the higher ups about what has occurred within the last few hours leaving Kevin and Gwen to stay with Jason. After taking Jason's arm and strapping it to a metal arm on the side Dee took a seat on the other side of him where a bunch of tools laid.

"Is this going to hurt?" Jason asked peering over to the metal instruments.

"Not too much," Azmuth stated as Neillee held him to the black and green device. Jason gulped and looked away trying to keep his mind off his arm. Looking over Gwen and Kevin sat against the wall whispering to each other but he could still see them sneaking glances at him. Looking over at Dee he smiled.

"So what's your cool power," He asked her. She looked down at him as she passed Azmuth a small knife and her mother laughed slightly.

"Yes all creatures of the universe have powers except for humans," Dee said sarcastically.

"Really what is it?" Jason asked happily completely missing her tone in voice. She looked at him in shock as her mother and Gwen laughed.

"Are you stupid? What the hell is it with humans and thinking every alien has special abilities."

"You know all you had to say was you didn't have any," Jason laughed making everyone realize that he knew that Dee was being sarcastic all along and that he was just playing stupid. Dee sighed and frowned as Jason yelped in pain.

"It seems to be on better than I thought it was going to be," Azmuth said handing the knife to Neillee. "It's like the Ultimatrix doesn't want to come off."

"Maybe that's because the person in the Ultimatrix and I have kind of become friends," Jason said rubbing his wrist after Neillee unstrapped it.

"What person in the Ultimatrix," Gwen asked walking up to him.

"Well at first I thought it was a dream but it happens every time I fall asleep. I find myself flying through the Ultimatrix and there's this shadow person but we can't seem to hear each other," Jason said.

"Ben never mention there being someone in the Ultimatrix." Kevin stated.

"That's because there never should be. There should be no physical entity in it jus the DNA and energy of different species," Azmuth said placing his finger under his chin. "We are going to have to look further in on this."

The door slid opened to the room and a man walked in.

"Gwen Tennyson," he stated. Gwen walked over to him and he spoke to her quietly. Her eyes widen and she nodded.

"What's up?" Kevin asked.

"It's my grandmother. She's here with some other Anodites and she asked to speak with us," She said to Kevin and she began walking out. She stopped and turned around. "Aren't you coming Jason?" She asked. Jason smiled slightly and got off the table and everyone followed Gwen.

Once they entered a giant room Jason stood in awe at the bright purple glow of the Anodites. Out of all the aliens he had met and became he never saw one that was so amazing. Max and Julie stood around a bright purple stone with some soldiers and waved them a hello.

"Jason this is Verdona my Grandmother," Gwen introduced the teen to the Anodite.

"Ah yes Jason, Max and I was just talking about you," She said in her raspy voice. Jason didn't know what to say and continued to stare at her in awe. She laughed and placed her hand on his arm. "Well I can feel his aura's in the right place. It's a good thing he doesn't have to speak to fight."

"Grandma why are you here?" Gwen sighed.

"Can't a Grandmother pop in on her family every once and awhile."

"Not when she brings two other Anodites with her," Gwen said crossing her arms.

"If you came to make her a full Anodite again she's not going!" Kevin shouted placing himself in front of Gwen.

"While I do wish she would come back to our home world I know that I cannot force her into it. Besides she needs to stay here and save my grandson isn't that right," She said causing Gwen to smile a sigh of relief and Kevin visibly loosened up.

"So why are you here?" Kevin asked in annoyance.

"I am here for a diplomatic reason and I just called you here to say hello first."

Gwen and Kevin gave her a skeptical look.

"This stone here is Anodyne's most precious object. If it was to be destroyed then all our mana on our planet will dissolve and we would eventually die. We are at war with a race known as the Anlex and if they were to get their hands on it then it's all over."

"Stashing it on Earth won't help much," Kevin said.

"I know that there are Anlex here on Earth but it's still safer than home."

"Did you also know that Ben's been working with them to get back the Omnitrix?" Kevin argued.

The Anodite frowned for the first time since there meet.

"Yes Max has filled me in. That makes it more complicated but as long as Ben does not have the Ultimatrix than I know that it is safer here so I am counting on you Jason," She said looking at the young teen.

After a few hours Jason was shown his own room and he flopped himself onto the bed. Realizing the time he pulled out his cell phone and was happily surprised to find he actually had a signal. Dialing home his mom picked up with a started voice.

"Jason is that you? Where have you been?" She shouted.

"I'm sorry mom I've been umm…I've been studying at a friend's house," he lied. He heard his mother sigh on the other side of the line.

"Honey I want to believe you but after last night…"

As she spoke his door slid open and Dee came in with Kevin and a tray of food. Kevin placed his tray down and held his hand out and Jason handed the phone to him.

"What's your last name?" Kevin whispered.

"Harris," Jason said hesitantly.

"Hi Mrs. Harris this is Jason's friend Kevin," he said. Jason waited impatiently pulling on the Omnitrix nervously as Kevin and his mom spoke. Dee took a seat at the edge of Jason's bed and nibbled on something blue. "Alright good bye ma'am," Kevin finished and hung up the phone.

"What she say?" Jason asked

"I told her that I'm helping you learn and that you're spending the night which technically I wasn't lying because tomorrow I'm training you on how to use the Ultimatrix and you're going to help me get Ben back."

But..." Jason started and Kevin looked back at him angrily and Jason stopped.

"That tray is your food. Eat up and sleep. You're going to need it." And with that Kevin left. Dee laughed and Jason looked at her.

"Yeah laugh it up," He complained and laid flat on the bed. The two sat there in silent's except for the sound of Dee's chewing.

"I'm sorry about my attitude earlier," Dee finally said. Jason moved his eyes to her and smiled.

"Attitude forgotten and I know why you were so upset so it was no biggy," Jason laughed. Dee looked at him in confusion.

"You do?" She asked.

"Yeah it's probably the same reason everyone else is so upset with me," he said sitting up. "I really don't mean to take Ben's place and as soon as I can this will be off my arm and if all goes well it will be back on his wrist and he'll be back to saving the world."

Dee smiled lightly and laughed "It was that obvious huh."

"A little…there's a way you can make it up for me though," Jason smiled. Dee gave him a skeptical look.

"What,"

"Help me in tomorrow's training so Kevin doesn't kill me."

"Deal," Dee said and left Jason to himself. After a few more hours the teen fell asleep and once again found himself in the green vortex.

_Jason knew exactly where he was going this time. Finding the black shadowed person who was lying down on his back Jason felt for the invisible wall and knocked on it. The shadow looked up and crawled over to Jason who took a seat on the other side of the glass._

"_So I was talking to some of my friends and they told me there is no person who lives in the Omnitrix," Jason said. The shadow person lowered his head in disappointment. Jason on the other hand looked at him in surprise. "Wait you can hear me?" He exclaimed and the shadow nodded and tried to speak._

"_I still can't hear you though…maybe our connection is growing stronger?" Jason suggested and he was met with a nod. "So…my friend I was telling you about his name is Kevin and…" _

_Before Jason could continue the shadow figure quickly placed his hands on the wall. _

"_Do you know Kevin?" Jason asked and the shadow nodded happily._

"_How?" he asked again. The shadow thought for a moment and pointed to himself and then placed his hand on his lips and slowly brought his hands around his arms hugging himself._

"_You umm…you've kissed him?" he asked trying to understand and once again the shadow nodded "But Kevin has a boyfriend so unless you're Ben…" _

_The shadow stood up and jumped up and down pointing to himself enthusiastically. Jason stood up in disbelief. _

"_You're Ben but, but you can't be Ben. Ben's down on Earth trying to take back the watch and destroy the human population," Jason pointed out. At Jason's outburst the shadow stiffened and dropped back to the floor._

"_You didn't know that did you," Jason said going down to Ben's level and the shadow shook his head no slowly._

"_I don't understand how you're here. Max told me how the Ultimatrix takes your DNA when letting you use its abilities. Does it have something to do with that?"_

_Ben shrugged not knowing anymore than Jason. The two teens sat there silently trying to figure out what to do. Jason felt himself starting to wake up as he tried to stay in his dream._

"_I'm sorry but it looks like I have to go," Jason said. Ben nodded in understanding and soon Jason was lifted from his dream like state._

*Back on Earth*

In the middle of the night Ship landed with a quiet thud in front of Julies home. Julie, Grandpa Max, Verdona, and her two companies all in their human disguises walked onto the yard and Ship turned into its original size and jumped into Julie's arms.

"Thank you Max for helping us take the stone to a safe place," Verdona said.

"Of course," Max said with a giant smile painted across his face. "I just wish our get-together could have been under better circumstance."

"Yes me too…maybe next time I will be able to see my grandson again."

"Why wait till next time," a voice called out ant the group turned in surprise. Ben came out of the shadows with a large amount of following Anlexs.

"Ben!" Julie shouted and Ship growled in her arms.

"How did you…" Max started.

"I know you Grandpa. You obviously went up to the Earth Guardian to have Azmuth try and take off the Ultimatrix and of course you would have taken Ship up there all and I had to do was wait for you to show up. Although Grandma Verdona and the Anodites are an added bonus," Ben said happily taking a few steps closer. He stopped and stared in curiosity as Verdona held something under a sheet close to her chest. Max noticed Ben's black eyes on the stone.

"As you can see the boy isn't here so there is nothing that you want," Max said trying to draw his grandson's attention away from the Anodite.

"Really…what's under the blanket?" He said daringly as his grandmother pulled back and the two other Anodites moved into a fighting stance. Ben shook his head, "You can't hide it from me."

The stone glowed a bright violet and Verdona gasped.

"How?" She said stumped on why the stone was reacting.

"Oh yeah I forgot to mention…" Ben stated with his hand reaching out toward the stone. "I seemed to have found Spark," he said with a smile as his eyes glowed purple.

**Omg that took me forever so I really hope you enjoyed it and I'll try to get the next chapter done soon.**


	4. Forming Plans

**Chapter 4: Forming Plans**

Jason yawned as he waited with Dee for Kevin to walk into the giant spacious training room. The teen came storming in with a pissed off Gwen behind him.

"Here we go," Dee sighed and Jason shook his head.

"You're training him? Kevin this is one of the stupidest things you've done." Gwen shouted.

"You're the one who showed him how it worked in the first place," Kevin yelled back.

"Yeah because he was about to become bug splatter but now that he's under Plumbers protection there is no reason for him to fight anymore."

Jason coughed and both Gwen and Kevin looked at him sharply yelling "what" at the same time.

"Shouldn't this be my decision?" the teen asked.

"Sorry Jason but the Ultimatrix is not your decision," Gwen said.

"He might have a chance of saving Ben Gwen; can't we at least see what he's got?" Kevin asked. Gwen opened her mouth to say something but decided against it and glared at him. She walked away and stood against the wall to watch. Before the training Jason wanted to tell everyone about Ben being partly in the watch but before he got a chance Kevin began his drilling.

"Ten laps around the room," Kevin shouted.

"But," Jason said in surprise as Dee laughed.

"Now," Kevin yelled again pointing to the direction he wanted him to start running and Jason began to jog.

*Back on Earth*

"Two out of three grandchildren carrying the spark isn't bad," Verdona said as she sat in her human form in a mana created cage. The other two Anodites sat in their mana cages and Max sat in his own metal one with Julie and Ship.

"I really don't think it's time to be happy about Ben having Anodite powers," Max said as he tried to pick the lock on his cell.

"It's strange though if he did carry it I should have sense it but I didn't at all," Verdona said in thought.

"The Omnitrix was probably masking it with all that alien genetic code and suppressing his own alien powers. You were probably only reading the watch instead of him and now that it's off of him his real abilities can bloom."

"Is the Omnitrix really that strong?"

"Yes," Max said angrily as his make shift pick broke. The sounds of rumbling were heard above them and the ceiling crumbled a little bit.

"At least I know where we are," Max said. Verdona arched her eyebrow. "The rumbling above us is the subway and I've been counting the amount of time between each train, ten minutes which means we're probably under the number 6 line."

Verdona smiled. "I knew there was something special about you," she laughed. A new sound of a heavy door opening and closing and footsteps were heard.

"Ben," Julie said sitting up as Ben walked into the room. He looked at her and for the first time in a long time Ben looked at her with soft eyes and a smile causing Julie to automatically smile back. It didn't last long as Ben turned his face hard again and looked back at his grandmother and grandfather.

"I learned something very interesting about this stone from the Anlex," Ben said holding up the stone. "All I need to do is break this thing and all the Anodites die like that," he said snapping his fingers. "And I thought you were an all powerful race."

"If you do that you die as well so you might as well give it back to us," Verdona said sharply. Ben laughed.

"Yes unfortunately my Anodite side will die but my human side will be unaffected. I was growing quite found of this new power but after I get my Ultimatrix back it won't make any difference."

"Why would you side with the Anlexs? Once you give them the crystal they will kill you," Max shouted.

"You think I'm that stupid. I trust them less then Vilgax; at least he had some honor. I'm just using them until I get what I want and then I'll give them the crystal. At that point I'll be long gone and on my way to relaxing on Primus."

"So if you have everything figured out why did you come down here?" Max asked.

"Because to finish my plan I'm going to need help from one of my friends, Ship come here boy," Ben said sweetly sitting on his heels in front of Julie's and Max's cage. Ship looked up at Ben in curiosity. He sounded so much like the old Ben that Ship slipped off of Julie and through the bars into Ben's arms. Ben took a small chip from his pants pocket and placed it on Ships back. The creature sparked and the green light on his body turned red.

"Ship no," Julie cried.

"A little present I stole from the Forever knights. They may not be a threat but they had some good tech," Ben said and walked out with the crystal in his hands and Ship at his heels. He closed the door behind him and Julie began crying into her hands.

"I just want the old Ben back," She cried and Max walked up to her and sat next to the Japanese girl.

"We all do," he said quietly.

*On the space station*

"Punch harder you're not going to hurt anything with that kind of movement," Kevin shouted as Jason punched him in the chest.

"Why does it matter how I fight when I'm in human form. I'm just going to kick but when I become an alien," Jason said back panting hard.

"Number one," Kevin said holding up his pointed finger for emphasis. "Don't question me, number two the Omnitrix will stay in its form longer the stronger you are, and number three if you're anything like Ben then the Omnitrix won't always work right so you should no different fighting styles."

Jason looked at him in confusion. "Why wouldn't the Omnitrix do what I want?"

"Try it, call on Echo" Gwen said from her wall and with a shrug Jason twisted the dial and pressed on the button that looked like Echo. After the green light vanished instead of the Echo creature a small blue monkey stood in its place.

"What the…" Jason started in his squeaky voice.

"Yeah that's Spider Monkey," Kevin said. "For some reason the Omnitrix has a mind of its own so now will you listen to me."

The blue monkey nodded and he changed back into his human self.

After a few hours of practice in the gym Jason laid on the floor covered in sweat and panting heavily.

"This isn't fun anymore," Jason complained. Dee stood over him also covered in sweat with a metal pole in her hand and a smile on her lips.

"I thought our work out was fun," she said helping Jason up to his feet.

"That's because you've won three times in a row."

"Probably."

"Hey I didn't say you could take a break," Kevin said walking up to them.

"Yeah but I think it's time too," Gwen said.

"Oh thank the lord," Jason said happily as Gwen threw him a bottle. He took a gulp and cringed spitting out what he just drank.

"What is this stuff?" He asked.

"Minola," Gwen said. "It has the same purities as water but hydrates you faster."

"It's my plants version of water," Dee said. The group walked out of the gym and made their way to the cafeteria. Gwen smiled as she listen to Dee continue to tell Jason about all the different things on her planet.

"They seem to be getting along really well don't you think," Gwen said to Kevin. Kevin smiled and nodded but Gwen could see his mind wasn't really on Jason's love life but his own. Gwen looked back at Jason and Dee. This kid might really be there only chance at getting her cousin back.

"Excuse me coming through," A Kineceleran said as he ran passed the group and into the conference room that was only used for emergency situations.

"I wonder what's going on," Jason asked as a few more plumbers ran into the room.

"Let's find out," Kevin said and the group walked in. The spotted Neillee and walked up to her and looked up at where everyone was looking and gasped. Up on the screen was Ben.

Ben sat behind a table with some of the Anlex behind him appeared on the screen smiling smugly to the group in front of him. Laxer the commander of the space station glared at the teen.

"How dare you contact us," the alien spoke.

"Really?" Ben said looking generously surprised. Kevin would have believed that it was the real Ben with that one word but until he was able to stare back at Ben's vibrant green eyes instead of those dull black ones he knew it would never be him. Ben looked over at Jason and smiled.

"Ah it looks like our main guests are here," Ben said.

"What do you want Ben," Kevin growled. Ben sighed and rolled his eyes.

"Do you always have to do this little dance, I…want…the Ultimatrix," Ben said slamming his fists on the table causing Gwen and Dee to jump slightly.

"I'm not giving it to you Ben," Jason said walking up to the screen. He held the watch up and smiled. "At first I thought you just wanted the watch for the power but I know the real reason why you want it."

Everyone in the room looked at Jason in confusion. Kevin looked back up at Ben who was glaring back at Jason breathing heavy with rage.

"That doesn't change anything. Give me the Ultimatrix or Grandpa Max gets sent back to the null void or worse…"

"You're lying you don't have Grandpa," Gwen said. Ben smiled and bent down disappearing under the table. He reappeared with the Anodite crystal and placed it in front of him. The room was suddenly filled with uproar as all the plumbers realized what this meant. To lose the Anodite race would be a huge loss of one of their strongest allies.

"If you want Max, Verdona, Julie and the other two Anodites to be safe then you're to follow my instructions. I'll be sending up a ship to collect the kid if he decides to come I will let everyone go safely."

"You don't really think that we would comply too such an absurd command," Laxer said.

"Maybe not you but Jason reminds me a little bit of myself. When I played hero I would have done it and I'm betting he will too. See you then Jason…alone."

The screen went blank and everyone began yelling at each other.

"We can't let him get a hold of the Ultimatrix," one of the plumbers said.

"Without the Anodites powers half of my planets crops will die," Another one yelled. Back and forth the plumbers argued forgetting that Jason was even there.

Neillee came up behind Jason, Kevin, Gwen, and Dee and motioned them to follow her. They left in silence leaving the higher ranking officers to continue their arguing.

"This isn't good," Dee said.

"Really, what gave you that idea," Kevin said slamming the wall of the ship.

"Calm down," Neillee said opening the door that led them all into her lab. Azmuth danced across one of the computer keyboards typing mathematical equations onto the monitor. When he heard them come in he turned around and stepped of the board. After Neillee explained what happen Azmuth looked very troubled.

"If Ben was to get the Ultimatrix and was to use it to its full potential he could take over this world and others. He would be a far greater threat then even Vilgax," Azmuth warned.

"Ben doesn't have any interest in taking over the world," Jason spoke.

"That reminds me," Dee said. "What did you mean when you told Ben you knew the real reason why he wanted the Ultimatrix?"

Jason blushed slightly. "Well you know when I said I became friends with the person in the Ultimatrix."

"Yes and we told you we never heard about it before," Gwen said.

"And that it is physically impossible," Azmuth added.

"Yeah well last night I figured out who it is. It's Ben at least part of him it's trapped in the watch," Jason said.

"What?"Gwen said in surprised.

"Yeah I was able to talk to him clearer last night and I found out it was Ben. I just kind of put two and two together and figured that the Ben in the watch is the DNA that was being taken from him," Jason said.

"But it's not complete," Azmuth added his two cents. "It makes sense. The Ultimatrix must have been pulling in all of his genetic code while giving him all of its genetic code. Once his entire human DNA is pulled into the watch he will be unstoppable and completely free of any human emotions. I didn't think something I made would be so devastating."

"So there really is chance to save him then," Kevin said hopefully.

"Yeah but how much longer," Gwen said. "He might only need it one more time before he's done and we still have no idea how to reverse the effects."

"I've been working on that," Azmuth said clicking a button on the keyboard. A picture of a small metal ring appeared on the screen. "It's still in the works but if all goes well it snaps on around the watch and when it is activated instead of taking in alien genetic code it searches for the wearers own DNA and will fuse them with it."

"That's great!" Jason cheered. "Give it to me and I'll make sure it gets on Ben."

"Not so fast," Azmuth said in a serious tone. "It is still unstable and because there is one Ultimatrix I can't test it first. It might save him but it could also cause abnormalities in his DNA and kill him."

Azmuth jumped as Kevin punched the table. "This is my entire fault," he said and stormed out of the room. Jason was about to walk after him but was stopped by Gwen.

"Oh I forgot he needs to brewed," Jason sighed.

"I knew you would get it eventually," Gwen said.

Kevin stormed down the hall pushing plumbers out of his way. He finally made it to his favorite place on the ship. It was a small area in the front of the ship that no one really went to and it always had the most amazing view. This was where he asked Ben to go out with him before all this happened before all the tell tale signs started. He should have seen this coming.

Kevin turned from the window when he heard a knock on the wall. He hmphed when he saw it was Jason.

"Didn't you learn that you're supposed to leave me alone when I leave," Kevin said.

"Yeah but I was never one to listen to people. Gwen told me that you would probably be here even though she told me I should probably leave you alone." Jason said taking a seat next to Kevin on the window sill. "Wow the view here really is amazing," Jason gasped at the sight of Africa on the earth below.

"Yeah Ben really liked it when you could see China. He liked trying to follow the great wall."

The two teens sat in silence and Jason peeked over at Kevin.

"You know this isn't your fault." He finally said causing Kevin to growl slightly and stand up.

"Yes it is…I should have known; should have seen it coming."

"Yeah because it was just so obvious to everyone what was happening," Jason mocked.

"Yes it was."

Flashback

Kevin walked through the halls of the Earth Guardian. A bunch of the Plumbers kids bumped into him laughing and almost knocked him down. The continued to run down the hall and Kevin watched as they passed Ben who waved at them. They giggled and waved back before running off.

"How come they say hi to you but they don't even acknowledge that I'm here," Kevin said crossing his arms as the younger teen walked over to them.

"Because I'm the great Ben Tennyson and you're just my side kick," Ben said. Kevin arched his eyebrow. "Also I play Cowboys verses the forever knights with them some times and you yell at them for touching you're Jet."

"They scratched the paint on it." Kevin argued back.

"Actually…that was me. Sorry," Ben shrugged. Kevin's eyes widen in horror and reached out to grab Ben in a head lock but the brunette ducked out of the way and ran. The eventually made their way to the front of the ship and Ben stopped in his tracks.

"Wow look at this," he said as Kevin came up behind him.

"Yeah its Earth big wup we see it all the time when we're up here," Kevin said non-enthusiastically. Ben rolled his eyes and walked up to the window.

"Have you actually ever taken the time to look at it though I mean really look at it? There are millions of people down there and we save them almost once a week Oh and look you can see the Great Wall of China it's," Ben said leaning against the window he pressed his finger on the glass and traced the winding wall. "Amazing."

Kevin looked out as well and then looked over at Ben.

"Yeah…amazing." Kevin said. Ben looked up with his green eyes and smiled.

"Ow," Ben said rubbing his wrist.

"What's wrong?" Kevin asked reaching out for Ben's arm who quickly pulled back.

"It's nothing I think I just pulled my wrist after our last fight," Ben said.

"Yeah you were definitely taking a beating out there if you hadn't turned into Ultra Big Chill I don't think we would have won," Kevin said punching the air for emphasis causing Ben laughed slightly. "So you must be hungry after all that butt whooping huh." Kevin said.

"Yeah I guess. You want to grab a bite to eat at Mr. Smoothie?" Ben asked.

"I was thinking something a little nicer," Kevin said blushing slightly. Ben looked at him surprised and then smirked.

"Kevin Ethan Levin, are you asking me out on a date?" Ben asked.

"No," Kevin stated. "I mean…not really…I…"

Before Kevin could say anything else Ben grabbed Kevin's shoulders and pulled him down for a light kiss on the cheek. Kevin pulled up quickly placing his hand on his cheek where Ben kissed him.

"I'll be in my quarters cleaning myself up. Pick me up around seven," Ben said waving good bye as he left.

End Flash back 

"I can completely see you blushing," Jason laughed before Kevin punched him on the head. "Sorry continue."

"As I was saying…That night went perfectly. I took him to get some Chinese takeout at his favorite restaurant and then I surprised him by taking him to eat it on the Great Wall of China on my jet and we shared out first real kiss," Kevin sighed. "But after that everything changed…he began to change and I was too caught up in fighting the Anlex the following few months to notice."

Flash back

"Ben hurry up!" Kevin shouted as he dodged some green slime.

"Will you hold on," Ben said back to him as Humungousaur and threw an Anlex away from a fallen Gwen.

"Thanks Ben," Gwen said standing up.

"Yeah," Humungousaur said while walking away.

"Ben are you alright you seem…"

"I said I'm ok," Ben said cutting in. He was then thrown forward by a ray from a gun and fell to the ground.

"Ben!" Gwen shouted and shot the bug alien with her mana. Ben got up stumbling slightly and continued walking towards Kevin. "Umm you're welcome," Gwen said glaring at her cousin before going after another alien. Ben tapped the Ultimatrix on his chest and he was enveloped in a green light.

"Ultra Humungousaur!" Ben yelled and stormed after the alien Kevin was fighting. Ben grabbed one of the aliens and slammed it into the ground over and over and over again.

"Ben stop you got him!" Gwen shouted. Humungousaur looked up in surprised like he didn't realize that he was acting so violently he dropped the alien and turned towards Kevin and Gwen turning back into himself.

"Ben are you ok," Kevin asked placing his hand on the teens shoulder. Ben held his arm and pulled himself away from Kevin's touch.

"I said I was ok already," Ben glared.

"Well it looks like you hurt your arm again," Gwen said. "You've been hurting it a lot lately. Can I please just take a look, we care about you."

Ben looked at Gwen and Kevin and then down at his arm and smiled softly.

"No it's ok," he said calmly. "Sorry I didn't mean to bit your head off."

"Well you might not have meant to do anything to ours but you certainly did a number to this guy's head," Kevin said looking at the fallen alien that lay sprawled on the ground. Gwen held her hand up towards the Anlex; her eyes glowing purple.

"He's alive we just have to lock him up," she said.

"Sorry I got carried away," Ben said. He grabbed his cell phone out of his jacket and cringed at the time. "I promised Julie to be at her house an hour ago to study. I'll see you guys later," Ben said and began walking to his car. Gwen looked up at Kevin and gave him a worried look. Kevin nodded in understanding, they might have broken up but they still understood each other. Kevin ran over to Ben and the two walked to Ben's car in silence.

"Ben…is there something you're not telling me because you know you can talk to me," Kevin finally asked as he opened the driver side door for Ben. Ben leaned against the open door and smiled.

"I know I can talk you about anything. I've just had a lot of things on my mind with finals coming up and what looks to be another alien invasion. Or maybe it's just my hormones kicking in from puberty but look on the bright side soon I'll be as tall as you and I won't have to jump up to reach your face anymore," Ben joked.

"That will never happen," Kevin joked back and was met with a warm kiss on his lips. Ben slid into his seat and closed the door. He turned on the engine and rolled down the window.

"I'm going to be really busy with finals so I might not see you for awhile. I'll see you as soon as I can though. Bye," Ben said and drove off before Kevin could say anything else.

End flash back

"That was the last thing he said to me before we met up for that final battle. For two weeks I couldn't get in touch with him but I heard from Gwen that he fought a couple of battles by himself and it seemed like he was just going out and looking for fights. When finals were over we all got a call that the Anlex were moving a large shipment at the docks. Gwen and I met Ben there and even though he seemed exhausted I didn't say anything but I should have. I should have told him to go home," Kevin said finishing his story.

"Well I know I haven't known you for very long and I know Ben even less but it seems to me like nothing you did could have changed what happened," Jason said.

"What are you talking about? I should have made him let me look at his arm and to have seen Azmuth. We could have done something."

"Should of, could of, would of. Ben doesn't seem like the guy to would have let you have seen his arm even if you did asked to see it. All that we can do now is try and help him and I got a plan," Jason said standing up from the window and taking a hold of Kevin's hand and dragged him away from the glass.

**I know a lot of things were explained in this chapter so I'm sorry if it was a little confusing. Next chapter will be good though with epic battles and lots of Ultimatrix usage.**

**Review kindly please**


	5. Complete

**First and Foremost I would like to apologize. This year of college has been oddly busy and most of my classes revolve around writing my own short stories, screen writings, and long papers. I was also having trouble writing this with some of my ideas not working and having to re-work the chapter.**

**So if you're still there and want to keep reading I hope this chapter makes up for it.**

Jason stood in the middle of the ship bay area, a determine look written on his face. On the other side of the closed hatch the superiors stood with guns in their hands. They heard Jason's plans and most of them did not like it but there was nothing else they could do. The bay doors opened with a whoosh and Jason's eyes widen as Ship now black and red made its way in front of him. It turned around and opened the back hinges off the door allowing Jason to enter. Jason smiled slyly, knowing this just further proved his point on how smart Ben was. If Ship was to fail its mission there would be no one on him to be questioned. There was no pilot to torture and tell the plumbers where the hide out was.

"I guess I'm off," Jason whispered.

"I'm serious Jason," Gwen said into the com-link in Jason's ear. "Be careful. We don't know what Ben is going to do."

"Yeah I gotcha."

Jason walked into Ship and the doors closed. He took a seat as ship piloted itself towards Earth. Just as Ship flew out of the plumber's space station the outline of Kevin's Rust bucket could be seen from the side of the station. Inside the green ship Kevin sat at the wheel with Gwen next to him. Dee walked up from behind him and put her hand on his seat.

"All systems are ready," Dee said. Kevin nodded and looked behind him as Helen, Pierce, Manny and Alan buckled themselves into their seats. Dee took a seat as well and Kevin followed Ship down to the atmosphere.

*Back on Earth*

Ship landed on top of an abandoned building just as the number 6 train passed by. Jason got out of Ship and was met with 5 Anlex aliens.

"Wow a welcoming committee for me? How thoughtful." The aliens came up behind him and pushed Jason forward. The teen stuck his hands in his pockets and walked forward fingering the small round ring in his jacket.

Kevin landed his ship on the side of the building as softly as possible. The group made their way out and Kevin touched the side of the jet turning him into the bright green metal. Gwen held her hand out and her eyes glowed purple.

"I can scene them all. Jason is being led through the building but everyone else is underground." Gwen's eyes turned back to normal and turned to everyone. "Including Ben."

Kevin looked around and spotted a man hole. He walked over to it and pulled it up letting it drop to the ground.

"Ladies first," Kevin said allowing Gwen, Dee, and Helen to go down the shaft first. As soon as Gwen touched the floor she raised her hand allowing the purple glow to fill the sewer.

"Ugg it smells like garbage," Manny complained as he came in after the girls.

"Maybe because we're in the sewers," Helen answered. The tunnel got brighter as Alan came down the ladder last filling it with light from his fire held body. Gwen's eyes glowed and then went away.

"There this way," She said.

"Lead the way," Pierce said and Gwen began her decent down the corridor.

Jason was lead down a set of stairs that ended under the building. His eyes widen as he saw the Anodites with Max and Julie.

"Jason!" Max yelled as he saw the teen make his way into the large room. "What are you doing? You shouldn't have come here."

"Yeah well I wasn't left much choice," Jason argued back. Jason was taken to a chair where he was forced to sit down.

"You so much as look at the watch and your friends get vaporized," One of the guards said causing Jason to glare at it.

"So what's the plan?" Verdona asked.

Before Jason could say anything the door open and Ben came down almost running he was followed by one of the alien's that was purple. As soon as Ben saw Jason he smiled showing all of his teeth.

"Look at that you did come. Didn't I tell you he would come Marrow," Ben said to the purple bug behind him.

"Yes now take it off of him," Ben turned to the bug with a frown. Marrow took a step back and bowed his head. "That is if you wish."

Ben walked up to the cage that held Jason. The teen stared back not moving.

"Search the sewers," Ben said. Jason's stern face faltered slightly.

"Why?" Marrow asked.

"You don't really think he came by himself do you. Plumbers will be searching for this place so get to them first."

"Yes," Marrow said and left.

Back in the sewers Gwen stopped causing Kevin to bang into her.

"What is it?" Kevin asked.

"I hear something…It sounds like…" The sounds of insects clicking and buzzing was heard further down the tunnel. "Anlex!" Gwen shouted just as a ray gun was shot at them. Gwen created a shield the protected the group. The plumbers scattered and charged down the tunnel towards the Anlex.

"At least we know we're getting close," Dee said bringing out her own gun and began shooting the enemy. Manny found himself in front of one of them and held his arms out but they got stuck in the small tunnel. He was shot at by the alien and was thrown back.

"It's too small down here!" Pierce yelled as he tried to help Manny up. Pieces of the sewer collapsed as gun fire hit it. Gwen looked up and saw light coming from around a man hole.

"We need to bring to the fight up!" She yelled. Dee looked up as well and shot at the hole and it flew up and away.

"We'll draw their attention," Helen said to Gwen, Kevin, and Dee. "You guys save everyone." Helen ran over to the insect like aliens and ran in a circle making them dizzy and loose there balance. As soon as Helen finished Gwen, Kevin, and Dee ran past the enemy. The aliens began to get up and watched the three run down the hall.

"Hey uglies," Manny teased. "Come and get it."

The aliens went after the plumbers as they made their way up the ladder to the top.

Kevin, Gwen and Dee walked in silence trying to find the end of the tunnel.

"Man this thing is going on forever," Kevin complained.

"Stop it Kevin we'll get there soon," Gwen said.

"Let us help you." The three plumbers heard behind them as the sound of guns being cocked was heard. Without even turning around Dee dropped her gun and the three put their hands up in the air. They were led down the stairs where everyone else was. As soon as Ben saw them he smiled.

"So it looks like we will be having more of an audience. Put the Reblade in the cage with humans and put the Osmosian and Anodites with the other Anodites… oh and Kevin," Ben said. Kevin looked over at the younger teen.

"Yeah what is it."

"Get rid of the metal coating. Green isn't your color." Ben snickered and Kevin lowered his shell and stepped into the mana created cage with Gwen and Dee went into the metal cage with Max and Julie.

"Tennyson," Marrow said coming back down the stairs.

"What is it?" Ben demanded.

"My king requests your presents. He wants to arrange your meeting with him for the Anodites stone."

Ben nodded.

"I'll be back. Don't make your selves to comfortable," Ben said before following the alien up the stairs.

"So as I was saying before," Verdona spoke softly so the guards couldn't her. "What's the plan…or were you the plan and it was horribly ruined."

"No Grandma," Gwen spoke. "We have a plan. We just need to wait for Ben to take the Ultimatrix off of Jason; we have something that will bring him back."

"Yeah and I'm still not liking this plan," Kevin growled. "We can seriously mess Ben up…or worse."

"Yes and if we don't do something then Ben is definitely going to be messed up and the world is going to be destroyed." Gwen answered back.

"Can Jason do it?" Verdona asked. Gwen looked over at the other side of the room where Jason sat looking around.

"He has too," Kevin said.

A little bit later Ben came back down looking a little pissed off.

"Stupid Anlex…can't keep a deal even if they swear on their children. What are you looking at?" Ben yelled at the Anlex guards. The bugs stepped back. "Go guard the door or something."

The Anlex moved passed Ben as quickly as possible leaving the room. Jason laughed and Ben whipped his head at the teen with a glare.

"Is the spoiled brat finally not getting it his way," Jason teased. Ben smiled and put his hands on his hips.

"The Anlex king is making life a little difficult but I'm about to get my way very soon," Ben said making his way to Jason. Jason sat up straight and put one of his hands in his pocket. Ben noticed the strange movement.

"And what do you got in there?" Ben said and grabbed Jason's arm. The younger teen growled and tried to stop Ben's hand from going into his pocket but the ex-Ultimatrix holder grabbed Jason's hand and twisted it back.

"Jason!" Dee yelled out as Jason screamed in pain as Ben broke Jason's wrist.

He lifted the teen up with his collar and threw him hard towards the cages. Dee gasped as Jason hit the metal bar and she ran over to him. She placed her hand on the back of his head and found her hand smeared in blood when she pulled it away. She looked up at Ben as he walked up to the cage.

"Stay away from him," Dee yelled. Ben ignored her and bent down to Jason and as Dee lashed out to him Max pulled her back muffling a scream from her lips. Ben put his hand into Jason's jacket pocket and pulled out the small ring. He looked at it suspiciously. He looked at the small pattern of green and black and looked at the Ultimatrix on Jason's limp arm. He laughed as he noticed how the ring could fit perfectly over the middle of the watch.

"Looks like you had a few more tricks up your sleeve," Ben said and threw the small piece and it skidded in front of the mana cage with Verdona, Gwen and Kevin. Kevin watched it and tried to reach it through the purple bars but couldn't quiet reach it.

"Whatever Azmuth had plan he failed and so did you," Ben said to Jason who was slowly pulling himself from his unconsciousness. Ben pulled Jason up and pushed him against the metal bars. Dee tried to get out of Max's grasp but he kept her at bay.

"Jason!" She screamed again. Ben pulled Jason's sleeve up and found what he was looking for; the Ultimatrix. He gripped the black and green device and just like the last time the two held onto it the watch lit up and a green light began to spark. Ben hissed but kept his grip.

""Ultimatrix… voice command mode," Ben spoke and the sparks began to die down.

"This mode is locked and not available," It answered back and Jason tried to pull his arm away but Ben's grip was too strong.

"Let go!" Jason demanded weakly as blood from his head dripped down behind his ear.

"Command functions…override… code 10" Ben spoke.

"Override accepted," the Ultimatrix said back.

"Decouple Ultimatrix… command code…000 release coupling 0." The sparks from the watch stopped all together and the watch came undone with a few beeps. Ben grabbed it and released Jason. The teen fell to the ground in a heap. He looked up his head spinning and his body aching.

Kevin on the other hands was slamming his body against the bars trying to break it free.

"If only I had something to absorb," he yelled in frustration. He stopped bashing and looked around but all he found was mana. His eyes went wide with realization. "Gwen," he said quietly and looked over at the red head who was staring at Ben with tear stained eyes. She looked at him.

"When this is over, tell Ben that I'm sorry and that I love him," he looked at Jason who was struggling to get up. "And Tell Jason thanks for all his help."

Gwen looked at him warily. "Why…Kevin what are you thinking of doing?"

"Saving Ben," Kevin said and held onto one of the purple bars. Gwen realized at that instant what he was about to do.

"No Kevin you can't. That's too much energy for you!" Gwen screamed but she was only met with silence as he closed his eyes.

"What is he doing?" Verdona asked but Gwen just ran towards Kevin to stop him but was pushed back from a purple flash.

Just as Ben put the Ultimatrix on that sealed onto his skin the flash of light blinded him. When the light died down he looked over and before he could do anything purple energy like tentacles surrounded him. He tried to break free but unlike before with Gwen this mana was stronger. He looked up and saw the mana cage was destroyed and coming towards him was Kevin his body enveloped in the glow of an Anodite; his hand held up controlling the ropes around Ben.

"Let go of me!" Ben shouted sounding almost scared. Kevin stopped his advancements and tilted his head like he was trying to remember something. Ben struggled to move his arm and Kevin spotted him moving it to the Ultimatrix. Kevin's frown deepened and he looked over to where Gwen and Verdona coming out of the cage. He saw the ring and he shot his other arm out having energy bring it to him. He looked back over where Ben had just popped the top of the Ultimatrix and was about to slam down on the picture of Bill Chill.

Max had let go of Dee and he, Julie and Dee ran over to the back of Jason helping him to his feet from the other side of the bars.

"Ouch" Jason whispered.

"Kevin throw it!" Max shouted. Kevin looked over at the older man and he had the energy toss it to him. He grabbed it and handed it to Jason. Jason grabbed it and before Ben could slam down on the watch Jason flung himself to Ben and pushed the ring down. Ben didn't have enough time to react and slammed down on the Ultimatrix. Both he and Jason were enveloped into the green glow and they screamed.

Jason sat up and held his head.

"Oww that hurt," he said. He opened his eyes and found himself floating in the green space of the Ultimatrix. He stood up and looked around. "Ben!" he called out trying to locate the other teen. He turned around and two arms wrapped around his throat pulling him upwards until his feet were barely touching the green surface.

"Where are we?" Ben demanded. "What did you do?"

Jason struggled to breath and dug his hands into Ben's. He mumbled something and Ben let him go and Jason fell to the ground.

"What," Ben said.

"I said we are in the Ultimatrix."

"That's impossible. You can't enter the Ultimatrix. This is some sort of trick."

"Think whatever you want," Jason said slowly getting up and rubbing his neck. "But that's where we are." Jason slowly began walking away.

"Wait where are you going," Ben said. Jason turned around and saw Ben actually look a little nervous behind his black eyes.

"To find some help," Jason said and smiled devilishly. "Are you afraid?"

"No?" Ben said harshly and followed Jason. They walked in silence with nothing but green with a few blotches of black. After what seemed like hours Ben growled.

"We are getting nowhere and it's beginning to wear on my patience," Ben said.

"I never said you had to follow me and after you broke my arm, smashed my head into metal after swinging me across the room and then tried to choke me I really wish you didn't."

"If you had just given me the Ultimatrix like I told you to than none of this would have happened in the first place."

"So you can destroy the world,"

"No so I don't have to live on this world!" Ben screamed taking Jason back.

"What?" Jason said turning around. Ben looked away with a snarl.

"After the Ultimatrix began taking parts of me I realized what was holding me back all that time ever since I fist found the Omnitrix 6 years ago; my emotions. After that I tried every which way to have a reason to become my ultimate form of my aliens so I can get closer to becoming complete and after that I'm going to leave this pitiful world and go relax on Primus,"

"Primus?" Jason asked.

"Never mind," Ben said and began to walk past Jason.

"But what about Max, and Gwen…and Kevin?" Jason asked.

Ben stopped at Kevin's name but did not turn around.

"Are you really going to leave Kevin after everything?" Jason proceeded to question.

"My feelings for Kevin will disappear once I am complete."

"So you do still have feelings for him," Jason said walking up to Ben. He swore he saw Ben's eyes begin to turn a shade lighter but in a blink it turned back to its dark pits.

"No," Ben said and walked off. Jason sighed and walked behind him.

A few minutes later Jason saw the shimmer the invisible wall makes before he banged into it before hand.

"Umm Ben you might want to watch out."

"Don't tell me what to…ouff," Ben said as he slammed into the wall. "What the hell," Ben cursed.

"Yeah it gets me too," Jason laughed putting his hands up and cuffed it around his eyes to see past the wall.

"What are you looking for?" Ben asked slyly. He placed his hand on the wall and green lines appeared from under it. He and Jason took a step back as the lines spread through the entire wall past where their eyes could see. The lines got brighter until they exploded outward glass shattering down on the two teens like glass.

"This is not my day," Jason complained. He looked over at Ben who stood frozen on the spot. He looked over at what Ben was staring at and watched the shadow figure that he had always been talking to. As it got closer the shape came out of the shadow revealing himself as Ben. He wore his old green jacket with the 10 on his chest and his eyes the original bright green that shown with emotion. He looked over at Jason.

"Thank you," He said. Jason smiled and nodded. The other Ben backed up and turned around to make his escape but came face to face with Ben.

"What…how…" He stumbled.

"You can't hide from me anymore. You can't trap me in your little cage," Ben said taking his hand and placing it on his emotionless halves forehead. "It's time for you to rest."

The other Ben's eyes began to slowly shut where dark tired lines appeared from under his lids.

"I am…tired…" Ben said sleepily. His eyes closed and he slumped over onto the other Ben's shoulder. They were both enveloped in a bright green light that bubbled around them. The dark Ben disappeared leaving just Ben in his green jacket. He looked up his green eyes filled with tears and he fell to his knees.

"Ben, are you ok?" Jason asked running to Ben's side.

"I…don't know," Ben said looking at his hands shakily. Jason held his hand for Ben to take it and pulled him up. Ben stumbled slightly and held his head. His eyes widen and looked up at Jason.

"Ben?"

"What have…I done," Ben said looking horrified.

"What do you mean...?"

"I can see everything…everything I did when I was…" Ben couldn't even finish his train of thought. Jason tried to comfort him but the world around them had begun to collapse. They looked at each other and then done to the ground as the floor collapsed and they fell with it.

Ben's head was rested on Gwen's lap and Jason's on Dee's. Everyone else surrounded the two teens with worry written on all their faces. Gwen looked up at Kevin who was still in his Anodite form and stood in the background staring into nothing. Gwen looked at Verdona.

"He shouldn't have done that. I don't know what all that energy will do too him. All the other times he absorbed to much energy he went insane," Gwen said. Verdona looked at Kevin in thought and then smiled.

"I can probably fix this," she said and walked over to the Osmosian. She touched him and her eyes glowed purple. Slowly the energy from Kevin's head slowly made its way down his body and made its way to Verdona's hand. When she finished Kevin breathed in deeply and blinked like he just woke from a dream.

"What…what happened?" he asked.

"You did the stupidest thing you have ever done!" Gwen cried. Kevin's face went red until he saw who was in Gwen's lap. He quickly walked over to them in a stupor and kneeled down next to Ben. He pushed back some of Ben's hair from his face.

"Ben," he whispered. A gasped was heard and Jason sat up quickly and coughed.

"Jason," Dee shouted and hugged him.

"Ow," Jason cried.

"Oh no I'm sorry," Dee apologized. "Are you ok?" she asked.

"I…I think so," Jason said. He saw that Ben had not yet woken up and frowned.

"He hasn't woken up yet? Did something go wrong?" Jason looked at Ben's wrist and saw that instead of the usual bright green it had become a dull grey.

"That's not a good sign is it?" he asked and Kevin lifted Ben's arm looking at the dead Ultimatrix.

"We need to get him to Azmuth," Kevin said. Suddenly a loud boom was heard above them all.

"What was that?" Max asked.

"The rest of the plumbers are still fighting on top," Gwen said. Kevin lifted Ben up from the ground and carried him piggy back style. Kevin began his march up the stairs.

"Let's go,"

**I can't make any promises but I will try and update soon but with finals it might take awhile again. I apologize in advance.**

**Review kindly onegai **


	6. Digging up the past

**So this chapter doesn't have a lot of Ben in it and it focuses more on the Plumbers, Jason and his families past so I hope that doesn't make too many people upset. I just thought since Jason is such an important character I should give him a good section of the story.**

The entire group made their way to the top of the stairs. Gwen took point with Jason leaning on Dee for support behind her and Kevin carried Ben in the safety of the middle of the group. The hallway rumbled again and pieces of the ceiling fell in front of them blocking their pass.

"Now what are we going to do?" Julie asked. Max put a hand on her shoulder.

"There's only one way from here," he said pointing up.

"Verdona can't you all just transport us out of here?" Kevin asked her and the other two Anodites.

"We can't. We have been in that cage for too long with no energy to absorb. We are too weak…but we can do something…stand back kiddies," She laughed and cracked her fingers.

The other two Anodites nodded and they all three of them shedded out of there human form in a light. The beautiful creatures held their hands above their heads and the cemented ceiling above them disappeared. Water poured down drenching everyone and when the water let up a steady rain fall continued to pour down.

The Anodites made their way up and Gwen made stairs for everyone else to follow. When they reached the top they just barely dodged as a fire ball went flying past them. Further ahead the plumber cadets fought the oncoming army of Anlex.

"There up," Helen shouted when she saw everyone.

"Took them long enough!" Manny joshed and swung another alien over his shoulder. Jason coughed and groaned holding his side

"Jason?" Dee said sadly.

"I'm fine I think I just cracked a few rib," he replied with a weak smile.

"It's not alright," Kevin argued. "We need to get you and Ben out of here." Lightning lit up the sky and Gwen squinted as she saw a flash of purple. Running out of the building where Ship had landed was Marrow and in his claws was the Anodite stone.

"Stop him!" Gwen cried out and Pierce turned around and saw the insect. He stretched out his hand and a spike shot from his hand rooting itself in front of the creature. Marrow running quickly did not see it and tripped over it the stone falling from his hands. Gwen gasped as it was about to crash to the ground but a purple tentacle reached out and grabbed it just in time. It was lifted up by Verdona's hair as she took it into her arms and held it against her chest.

"Give it back!" Marrow shouted. Verdona looked down at him and laughed.

"Really you want it," she said holding it out. "Come and get it." The insect didn't move. "I forgot how weak your race is when by yourself," She laughed again. Marrow looked behind her and his eyes shaped into a smile.

"That's why we always work in armies," he said back. Verdona frowned realizing she was no longer getting wet from the rain. She looked up where a huge ship floated above her. The bottom opened and a red beam began to warm up.

Look out!" Max yelled pushing Verdona out of the way as the beam flew down vaporizing the ground where the Anodite had just been standing.

"Are you OK?" Max asked. Verdona could do nothing but nod in shock.

"Get to the ship!" Pierce yelled. Everyone began to run to the Rust Bucket next to the building where Kevin had left it. Helen reached it first with her speed and just as she touched it the ship exploded in a red beam of light.

"Helen!" Manny and Pierce yelled running to the fallen Kineceleran. Helen groaned and was helped up slowly.

"My ship" Kevin cried and everyone looked over at him. Alan walked passed him and shook his head slowly. Kevin glared back at the teen. "What? That was our only way back."

"What about Ship," Julie asked as everyone began to back up slowly from the invading Anlex.

"He's on the roof," Gwen said. "And he's still under the Anlex control."

Verdona looked up at the building and then at her fellow Anodites. "We might not be able to get us out of here but we should have enough energy to get us to the top of the building," Verdona said and looked at Gwen. "Would you like to give it a try Gwendolyn?"

"Let's do it," Gwen said without hesitation. Verdona gave Max the stone and all the Anodites raised their hands; their eyes glowing purple in the process. The Anlex pounced on them but it was too late, the group had disappeared.

"Where did they go?" Marrow yelled. "Find them they couldn't have gone far."

Everyone had reappeared on top of the building where Ship stood silent. All the Anodites collapsed in exhaustion.

"Gwen are you ok?" her grandfather asked leaning over her. Gwen smiled and looked up at him with a nod. Manny on the other hand put all his hands over his mouth.

"I think I'm going to be sick," He said and Pierce scooted over a bit from the giant red alien.

"Ship," Julie said happily and ran over to her pet but stopped with a frown when it didn't react in anyway. "Ship," she said sadly know and lifted her hand to touch it. Suddenly it lit red in anger and pointed its guns at her.

"Get back," Jason yelled holding his one good hand out towards Julie. In surprised sparks flew from his hands and shot out towards the Galvanic Mechamorphs. Ship cried out as it was electrocuted. The chip on its back sizzled and fell off breaking as it hit the floor. The red strips on Ship turned back into its natural bright green. It looked at Julie in recognition and Chirped happily. For a few seconds everyone stared back at Jason who stared at his own hand in surprise.

"What…was…that?" He said.

"Don't know but we don't have time to find out. Here they come!" Gwen shouted. The Anlex seeing the lighting strike on the building began their ascent to the top of the building.

"Into Ship," Max shouted and everyone ran. Everyone ran in the last being Alan. Before he could even get fully on, Ship lifted into the air and Pierce lifted him up.

"After them!" Marrow shouted. "Destroy the stone!" Max steered Ship towards the Earth Guardian. Kevin slowly slid Ben down onto the metal bench protruding from the wall. Ship shook and whimpered as it was blasted on the side. Jason cried out in pain as his side hit the wall. Dee helped him sit upright and lifted his blue jacket up and top. Purple bruising formed under his skin and she frowned.

"Jason's bleeding internally we have to get him help now!" She called to Max.

"I'm trying but I can't seem to shake them," Max said. Ship began blasting at the following ships but they were just too strong for the small alien. Max opened a channel to the Earth Guardian.

"This is Max Tennyson. We are under heavy fire with two critical, permission to land with back up," Max said into the link.

"This is Earth Guardian. We are already under heavy fire by two Anlex mother ships. Permission denied."

"How did they find it?" Dee asked. "It's cloaked from the eye and radar."

"Yeah but Ben knew where it was," Gwen said. "He must have told them."

"Which means no matter where we go they can find us," Pierce said.

"What…about…my house," Jason said panting between each word. Max thought for a second.

"That will work. Where is it?" Max asked. After getting the directions and lots of outmaneuvering to lose the Anlex ships, Ship landed in Jason's backyard. Everyone shuffled out into the rain with Ben in Kevin's arms and Jason being led out by Max and Pierce. Ship turned back into its normal size and flew into Julies arms.

"Good job Ship," Julie thanked it and Ship chirped back tiredly.

"It doesn't look like anyone's home," Helen said.

"My mom's… at… work," Jason said as his eyes began to close.

"Time for my specialty then," Manny said and broke the door handle just as Jason lost consciousness.

Jason woke up slowly and tried to sit up but stopped as soon as he felt the pain on his side. He grunted and placed his hand over his side feeling the gaze and medical tape.

"Oh thank Relma your awake," Jason heard. He looked to his side and saw Dee standing over him.

"Oh so it wasn't a dream," Jason said groggily. He saw that he was back in his room and tucked in his bed. "What happened?" He asked.

"You were bleeding internally. I had to do surgery." Dee said.

"What!" Jason yelled in surprise. "Where!"

"On your living room floor. You might want to get a new carpet."

"My mom's going to kill me," Jason said slapping the top of his head. Tiny came running into his room and jumped onto his bed. The massive dog licked his master's face before resting next to him.

"That's a doog…right?" Dee said cautiously. Jason laughed and gasped in pain from the incision.

"It's called a dog…his name is Tiny."

"I thought Tiny meant small in English?"

"It does…I thought it would be funny," he said back but was met with a dull stare. "Yeah well I was 13 give me a break." Jason heard movement coming from the other room. "How's Ben?"

"He still hasn't woken up. We think the ring might have damaged his DNA somehow. If my mom was here she would know what to do," Dee said turning around and trying to hold back tears.

"She and Azmuth are still on the Earth Guardian aren't they," he asked. Dee nodded. A knock was heard and the two turned to see Max at the door.

"Am I interrupting something?"

"No," Dee said quickly and got up. Jason began to take his blanket off.

"Hold on tiger. You can't get up yet," Max said.

"I can relax on the couch. I just feel like I should help with what's next."

"Your parts over," Max said. "You can go back to a normal life."

"Yeah…right." Jason got up slowly and Max walked over and he and Dee helped him out to the den. As he past the back door he could just make out the blood stain from his little surgery. He was moved onto the couch in his den. Everyone else was sitting on the couch or on the floor around the small coffee table. Gwen stood by the window watching the rain.

"Where's Kevin?" Jason asked.

"He's in the guest bedroom watching over Ben," Gwen answered without taking her eyes away from the window. "We need to start figuring out what to do," Gwen said and turned her eyes widen in surprise. The rest of the group heard a gasp and turned to the door. Jason's mother stood in the doorway rain dripped down her dirty blond hair and down her rain coat and held two wet shopping bags in her arms. All the plumbers got up in defensive positions as Jason's mom dropped her bags onto the floor.

"Mom," Jason exclaimed trying to stand up.

"Jason?" she said back.

"Marina?" Max shouted in surprise and Kevin came running in covered in the metal of the door knob handle from the guest bedroom.

"Max!" she said back. Jason stood back.

"You know each other?" Kevin asked changing back into his regular skin.

"She was one of my Plumber cadets…one of my best students." Max said. The group looked at her in awe.

"Mom?" Jason said. She ignored him.

"What are you doing in my house? Why are you all…" she stopped when she finally noticed her son holding his side; blood seeping out from under the bandages. "Oh my God you're hurt," she said running over to her son and looking at the bandages.

"It's alright mom, I'm fine now."

"No you're not. This is why I left all that time ago, because I couldn't see you get hurt like this. What happened?"

"I've been…helping," Jason said.

"He's a regular Plumber," Max said with a smile.

"I don't want him to be a Plumber," Marina yelled surprising everyone, the grandfather clock inside struck 11:00. "I think it's time for you to all leave."

"But mom you can't the Anlex are after us and the Anodite stone,"

"Anodite Stone…Anlex…are they coming here?" Marina asked in a panic.

"No they don't know this place exists which is why we need to stay here," Gwen said. Marina looked at everyone's helpless faces.

"Fine…but only for tonight" she said finally giving in.

Jason laid down on his bed and with a painful gasp he pulled his blanket over him. His mother walked in and took a seat next to him. She asked Jason about how this whole adventure had begun and he explained everything from accidently putting on the watch to fixing Ben.

"Oh Jason I never wanted you to be involved in any of this. I'm so sorry," she said.

"Sorry? Mom these past two days have been some of the best days of my life." Jason said happily. "I mean I just saved the Earths biggest hero and I had the weirdest thing happen to me…sparks flew from my hands and fried the computer chip on Ship."

Jason's mother frowned and twirled Jason's blanket between her fingers.

"You're definitely your father's son. He could never find excitement in his life unless his life was in danger," Marina stated.

"My dad…could he do what I did?" Jason asked. His mother nodded.

"He was a Linetic. They have the ability to manipulate the electricity in the air. It gave him the ability to work electronics and shoot lightning from his fingers," his mother said her eyes drifting off as she remembered the past.

Flashback

Marina walked down the corridor of the Plumber academy. She dressed in the uniform all freshmen cadets wore of a forest green vest over a black top and black tight pants. Her long blond hair swished back and forth as she counted the doors along the wall. She turned the corner and bumped into something and would have fallen to the ground if it didn't catch her.

"Oh I'm sorry," she said and looked up. Her cheeks flushed with embarrassment as she saw the two men in front of him. She instantly straightened up and saluted.

"At ease cadet," the older man said. She recognized him instantly Magister Max Tennyson in his black and white Magister uniform. Next to him was a young man dressed in the senior uniforms of blue with all the black trimmings. His black cropped hair almost shimmered in the lights on the ceiling and his bright blue eyes were noticeably bluer against his pinkish skin. Over all of that he still looked like a fairly attractive human.

"Are you lost," the man said in an accent that almost sounded British with a mix of Russian.

"Slightly sir," she said. "I can't seem to find the flight simulation lab."

"I'm just heading over there now. Shall I accompany you?"

"Then I'll see you later Andree," Max said and walked past Marina.

"Ready," Andree asked and led the way. When the class led out cadets all walked out. Marina walked through the doors and saw Andree leaning against the wall and once he saw her he smiled and walked over.

"Are you free for some lunch now?" He asked. Marina's eyes widen in surprise. She never thought in a million years an alien would ask a lowly human to eat lunch with him much less a senior.

"I…I guess," Marina stumbled. Andree smiled and held his arm out for her to take.

Through months of strenuous classes and tests Marina always looked forward to when she was able to see Andree. He was the top senior of the school being a personal favorite to Magister Tennyson. Soon through Andree she got to know him to and the Magister seemed to have taking a liking to her as well.

After graduating to the next level she was put into the advanced classes with the Magister as her training coach and she loved it all but Andree had graduated and she feared that she would never see him again. Although they had kept in touched by hololetter's, and video chats it wasn't the same as being held by one another. Another year went by and still they could not see each other for while she was stuck on a floating ship while he was out chasing bad guys around the universe like he always wanted.

Finally the day had come when she was able to dawn the blue and black suit of a real Plumber. 'She was a senior' she thought as she looked at herself in the mirror in the skin tight blue uniform. She walked into her fist class for advanced tactics where she saw Max upfront and she waved to him and he waved back happily and beckoned her over.

"How are you sir," She asked as he rummaged through one of his bags and dumped out bunch of chocolates into her hand. "Umm… thank you sir?" she said.

"Yesterday both my daughter-in-laws had babies. Can you believe it a granddaughter and a grandson from both my sons on the same day?" Max said happily.

"That's fantastic!" She said back.

"Yes well the thing is I won't be teaching the class this year."

"What," Marina cried. "But why?"

"Well now that I have three grandkids I started thinking that maybe it's time to retire you know…start acting like a real grandfather. I would think you being one of the few human beings in the Plumbers you would understand the best."

"I guess…but no one could take your place," Marina frowned.

"I take offence to that," A familiar British, Russian, accent said behind her. Marina turned around and came face to face with Andree. He was her new teacher and she didn't think she could have been happier. At least not until a couple of months when Andree popped the big question of marriage and of course Marina said yes. They were married the next day knowing full well that waiting might separate them again. In a small wedding the current Magister married them and they were happy, so very happy.

A few months after that Marina came in to their small home on the ship with a big smile on her face.

"Andree, Andree are you here I have a surprise for you!" marina sang. She found him in the bedroom packing.

"Where are you going?" Marina asked sullenly.

"I've been recruited for another mission. Vilgax has been causing trouble again near Galvan Prime and with rumors of Azmuth creating a new super weapon you know he has to be taken down," Andree said almost smiling at the opportunity of meeting the green alien.

"You have to go now? Can't you postpone it and ask they take someone else?" Marina asked.

"No, you know this was going to happen eventually and in a few months you can graduate and join me out there."

"I…I can't." Andree stopped packing and turned to Marina. "I can't because I was just at the medical ward…Andree I'm pregnant."

"What!" Andree said in shock. A smile spread on his face and he lifted Marina up and twirled her around. "This is amazing, wonderful, the happiest…oh," he said putting her down. "But then…"

"Yeah, you won't be here. And you know that the Plumbers won't send me out while pregnant and I can't go gallivanting out with a baby to look after," Marina stated. They stood there for a few minutes holding each other. They knew that Andree had to go out and save the world and so the next day Andree left for the Galvan home world leaving Marina at the Plumber academy alone once again.

A few years later Marina had moved back on Earth and she now sat in the kitchen wiping the food splattered on two year old Jason's mouth. She smiled as he laughed in happiness at the mess he made. She put him down and handed him his new favorite toy soldier, the one that Andree had sent him for his birthday a few days ago. She heard a knock at the door and she went and opened it to find Max.

"Hello Marina," he said in a stern voice.

"Magister it's so good to see you," she said and then noticed someone moving behind her. A little boy of three years of age with brown hair and green eyes peaked out from behind Max's legs. "Why hello there," she said to the boy sweetly.

"Ben say hello," Max said and Ben shyly said hello.

"I have cookies baking in the oven if you would like some," she said to Ben and the little boy shot out past Marina and through the door.

"I guess that means yes…come in," she said and Max moved past her. She began taking cookies out of the oven and putting them on a plate. Ben had already taken upon himself to grab one of Jason's toys and the two boys played happily.

"You have never visited me before…is there something that matter?" Marina asked with a smile. When Max didn't smile back she slowly began to frown.

"Marina…I just received word about a battle that ended yesterday. Andree…he was fighting and…"

"No," Marina said backing up. "Please no," she begged.

"He took a risk and fought Vilgax by himself…he shouldn't have but you know how he is and…"

"No he can't be…I was supposed to go back to the Plumbers next year. We were all going to live together we were…" the words got caught in her throat as Max dug out a metal that was given to the family of those who dies in battle. The green hour glass figure encircled in a black circle attached to a white ribbon was handed to Marina and she held it carefully. She mumbled something inaudible.

"What?"Max asked.

"I said get out and take your stupid badge with you!" She yelled throwing the badge at him. Max let it hit him and it clank to the floor but did not pick it up.

"I'm truly sorry Marina…Come on Ben it's time to go," Max called to his grandson.

"Aw but Gwandpa what about the cookies," Ben asked stumbling on his words.

"I'll get you some ice cream on the way to your cousin's house."

"Aw but I don't want to see Gwen she's got cwooties."

"Kenny has a new game that you can play," Max said holding out his hand. Ben cheered and handed Jason his action figure. As Ben past a crying Marina he stopped and looked up with a thoughtful face. He tugged on her pants leg and she looked down at him slowly. He held his hands up and she bent down slowly allowing the three year old to hug her.

"Mommy says that when someone's sad a hug will always help…that and gween food is good for you but I don't believe her on that one," Ben said as he let go of her and smiled. He then took a hold of Max's hand and they left leaving Marina to cry.

End flashback

Tears were making their way down Marina's face. "I didn't want you to know about your father or about the Plumbers because I didn't want to lose you too but I should have known that it would sneak back into my life somehow."

"You won't lose me mom, I promise," Jason said and hugged his mom.

"He was right…hugs do really help," Marina laughed.

"I can't believe that I met Ben Tennyson and I didn't even know it," Jason said.

"You were two and he was three. I think you cared more about what next to stick up your nose then who you were playing with."

"Eww mom," Jason said and Marina kissed him goodnight. She got up and left to go help everyone else find a place to sleep.

Jason woke up in the middle of the night thirsty for a glass of water. He realized he hadn't drank anything since the bottle of minola on the station. He got up slowly and tip toed over Tiny who took residence on his floor. He carefully walked past the Plumbers who know slept on the floor and a few on the pull out couch.

Dee's skin glowed in the dark almost working as a red nightlight in the dark and Jason smiled at her peaceful face. Gwen on the other hand had her hair sprayed out around her as she rolled over in what seemed to be a restless nightmare. He wanted to help but he was the last person to try and help her. Compared to everyone else he was just an outsider, someone who stole their comrades Ultimatrix.

He walked past the guest bedroom and saw that it was slightly open. He peaked in the door opening slightly larger. He saw Ben lying peacefully on the bed, the Ultimatrix resting on his wrist was still a sickly grey color and he could have mistaken him as dead if it wasn't for the slight rising of his chest. Resting on the other side of Ben was Kevin who slept on a chair next to the bed with his head on Ben's arm.

Jason frowned; Ben should have woken up by now. He thought it had worked but something must have gone wrong in the process. Jason walked over to Ben whose mouth was slightly ajar and his hair pushed back probably from Kevin playing with it as Ben slept.

Jason stared at Ben's face when the Ultimatrix lit up silently for a split second but went unnoticed by Jason who tried to figure out a way to wake the hero up. 'Maybe a bucket of water to the face; that always woke me up,' he thought remembering all the times his mom did that to get him up for school.

The Ultimatrix blipped again and this time Jason saw it from the corner of his eye. He lifted Ben's arm and stared at it. A few seconds later the dial turned quickly and the middle part popped up lighting the room. Kevin's head lifted with a surprise.

"What I'm up," he stirred groggily and then blinked away the sleep. "What are you doing," Kevin said angrily now aware at what was happening.

"I don't know it just did it by itself," Jason answered.

"Power supply adequate for Ultimatrix power located. Transfer permission required," The Ultimatrix stated in Ben's voice.

"What?" Jason said. Gwen came into the room looking disheveled with Max and Marina. Wires came out of the watch and latched onto Jason's arm.

"Power transfusion needed. Permission to transfer power supply to host?" The Ultimatrix asked.

"Umm…yes?" Jason said nervously and with a flash of light a burning sensation filled Jason's arm and then it felt almost numb. Jason bit his lip in pain and yelped. As soon as it began it ended and the wires detached itself from Jason's arm and went back into the watch with a click. The watch's light died down but was now its normal green instead of grey. Everyone looked at it in confusion and Ben's eyes shot open as green pin pricks and he sat up with quickly with a scream.

**Sorry for another long flash back but I just love doing those and showing people's rather than just having them tell it and put you all asleep. And now Ben's back in the story so YAY. **

**Review kindly onegai**


	7. The Game Change

**Sorry for the wait. This chapter was giving me a lot of trouble and I still didn't like it very much but I hope that doesn't stop you from enjoying it.**

Ben continued to scream placing his hands over his ears and stared up and the ceiling with shell shocked eyes.

"Ben," Kevin shouted gripping the younger teen's shoulders and shook him. Jason took a step back holding his sore arm; blood dripping out from under his hand. Max looked behind him and saw the other plumbers wake from the screaming. Ben finally stopped screaming and Max looked at Marina.

"Take Jason and stay in the other room," Max told Jason's mother. She nodded and began to pull Jason out.

"Wait what's happening?" Jason asked as he watched Ben slowly rock back and forth in shock and tears in Kevin's soothing arms.

"Later Jason," his mom said and left closing the door behind him. Jason's mom grabbed a hold of Jason's mom lightly and looked at it. Small puncture wounds ran up his arm and blood still bubbled up from the cuts. The plumbers walked up to the two of them.

"What's going on?" Alan asked.

"Ben's awake," Marina stated not taking her eyes off Jason's arm.

"He is?" Helen asked happily. "That's great…isn't it?" Everyone looked at each other. They all knew they were asking the same question in the back of their head. Was Ben really back to normal?

Back in the guest room Gwen had taken a seat next to her cousin and rubbed his back in circles. The room was filled with silence except for Ben's heavy breathing and sniffs.

"Ben?" Kevin finally said breaking the silence and Ben looked up at the older teen.

"Ke…Kevin?" Ben said is voice horse like he hadn't used it in a very long time. Kevin looked into those bright green eyes that shined like emeralds. Those eyes he was looking for all year.

"Ben," Gwen said in relief and hugged Ben. He gripped her like an anchor and Max took a seat next to his grandchildren.

"Are you ok son?" Max asked. Ben placed a hand to his head.

"I…I don't know," Ben looked at his hands he found peered at his arm where the Ultimatrix sat firmly on his wrist. His eyes grew wide and he began twisting at the watch each time it turned green but the red ring around it beep red.

"Ben what are you doing?" Gwen asked in concern.

"It…it has to come off," Ben struggled with it. "This ring won't let me take it off…take it off!" he shouted and Kevin grabbed a hold of his wrists and held them against his chest as Ben struggled.

"Just stay calm Ben," Grandpa Max stated. "We'll figure out what to do but for now you need to rest."

Ben stopped and looked at his grandfather and dropped his hands in defeat and Kevin allowed them to drop to the bed. Max nodded and gave Ben a reassuring smile. He looked at Gwen and the two of them left leaving Kevin to care of Ben.

As they entered the Den Jason's mom had sat Jason and herself down on the couch as she patched up her son's cuts. The rest of the group looked up in suspense.

"He seems to be doing ok for now," Max stated. The tension in everyone visibly released.

"So his eyes are they… you know…green," Manny asked.

"Yes," Gwen said back sharply. Jason winced as his mom pressed down on his arm.

"Sorry," she said.

"Thanks," Jason said. "What happened back there," he asked.

"I don't know," Max said. "The Ultimatrix still confuses me too much."

Suddenly a green light appeared in the middle of the room. Everyone got ready for whatever was going to come through the light. They were surprised to find themselves face to face with Neillee and Azmuth who stood upon her shoulder.

"Mom," Dee cried. She ran over to her mother and wrapped her hands around her waist.

"Oh Dee," her mom said happily.

"What happened, how did you get here?" Gwen.

"The Ultimatrix had been activated," Azmuth stated as he held up his tiny wrist that his own watch that looked like the Omnitrix. "I was just able to finish this. It can tell me exactly where the Ultimatrix is and I teleported us off the ship that is currently under attack."

"And you couldn't have made that watch a few days ago," Jason asked earning a glare from Dee and Gwen. "Sorry."

"Yes well I apologize that after a year of working on it I didn't get it on time," the small alien retorted. Neillee looked around.

"Where is Ben…is he ok."

"He's in the bedroom," Jason's mom spoke pointing to the room. Azmuth nodded and he jumped down and with Neillee they walked into the room. A few seconds later Kevin walked out with a pout.

"They freaking kicked me out," Kevin said in disbelief.

Back in the bedroom Azmuth jumped on the bed where Ben now sat cross legged on cross of the sheets. Ben held his arm with the Ultimatrix out and Azmuth grabbed it with two hands and looked at the ring around it. He pressed a few buttons and twisted the ring off with a pop. He handed the ring to Neillee and looked at the watch with an interest.

"Can…can I take it off now?" Ben asked in a tired voice. Azmuth looked at Neillee and she looked back at him.

"Yes of course," Azmuth said with a nod. Ben reached for the Ultimatrix and twisted speaking the familiar words "Ultimatrix… voice command mode." He went through the same process as before and the watch came off with a dying beep and it clicked. He lifted it from his wrist and looked at it before he outstretched his hand and handed it to Neillee.

"Ben," She said before nodding and taking it silently. Azmuth looked down.

"I apologize Tennyson. This was my fault and I promise that I will have it fixed and back to you in no time."

"I don't want it back," Ben said quietly.

"You what," the small alien said in surprised. Ben had never willingly given up the watch before. Not even when it was going to self destruct and take out the galaxy. "I told you I will make sure it won't happen again…"

"But what if it does?" Ben shouted taking Azmuth back. "If it was just hurting me and you fixed it that would be fine…" Ben stated looking at his hands. "But I can remember everything that I did, all the people I hurt, the people I killed and I…I can't take that chance again."

"But Ben it's not your fault. And the people you save out ways all the bad things you've done." Neillee spoke.

"I'm pretty sure the Plumbers aren't going to see it that way," Ben laughed. "And if they don't lock me up I'll do it myself,"

Azmuth frowned and was about to speak when an explosion was heard outside the window. The three looked up in shock and ran out of the bedroom. Gwen and Kevin already made it out the front door with the rest of the group following behind them.

"It's the Anlex!" Gwen said holding her hand up to where the explosion was came from and her eyes glowed.

"How did they find us?" Pierce asked.

"It's my fault," Ben said and the group turned to him.

"Ben your ok," Julie said happily finally seeing the young hero up and normal again.

"How is it your fault," Grandpa Max asked.

"I made it so they could find me if the Omnitrix was ever activated. They must have tracked it."Ben said unable to look in to his team member's eyes.

"But it's deactivated now," Azmuth said.

"So they don't know exactly where we are," Gwen said.

"Good," Kevin said punching his fist into his other palm. "We should give them directions then."

"No," Max said. "We sneak out with the Crystal and the Ultimatrix and try to find more help."

"How?" Helen asked. "Most of the Plumbers are up on the space station and there under attack."

"I'm with Kevin," Jason said.

"Jason," His mother said back in a disappointed voice.

"What? I've had enough of these freaking cock roaches." Jason said innocently.

"Jason and Kevin are correct," Azmuth spoke getting many confusing stares. "While I don't condone violence, having a few stay and fight might be a good distraction to get the Crystal and the Ultimatrix out."

"Sounds good to me," Pierce said. "We can split the group into two, one to stay and the other to get the objects out."

After the group decided on the idea they were split into two. Kevin, Jason, Gwen, Grandpa Max, Pierce, and Manny decided to stay while the rest gathered what they needed to get away.

Before they parted Kevin took Ben off to the side. He handed Ben a Plumber's badge.

Ben looked at it in shock. "Kevin what are you doing? This is your badge."

"Yeah but you don't have anything to contact us with and I need to make sure your going to be safe and not do anything stupid."

Ben laughed slightly and took the badge and slipped it into his pocket. Kevin smiled lightly happy to see the younger teen finally show some sort of emotion besides anger.

"Ok time to go," Pierce said and Kevin leaned in to kiss Ben but Ben took a slight step back.

"You have to go," Ben said quickly and ran off with a wave goodbye. Kevin stood there with his mouth hanging down.

"Kevin," Gwen shouted and the black haired man turned to leave. Once separated Gwen held her hand up and felt for the insects. "There must be at least ten Anlex's in that direction," Gwen said pointing in front of her. Kevin nodded and touched a car next to him absorbing the metal.

"Are you sure?" Jason asked. Just as he spoke a bunch of people ran past them.

"Alien invasion!" One of them shouted as he ran past the group.

"Does that answer your question," Manny said grapping four guns for each hand. Pierce reached behind him and grabbed two spikes and Max handed a gun to Jason. With a pump of the laser gun Max was off followed by the rest of the group.

Marina kept looking back behind her. Neillee fell into step with her.

"You don't need to keep worrying about Jason. Your son is very strong," she said.

"I know but that doesn't stop a mother from worrying about her son." Marina said and Neillee nodded in agreement. Ship laid in Julie's arms still too tired to change into a giant ship and Julie looked over at Ben who kept his distance from the rest of the group except for the company of Azmuth on his shoulder.

She looked at Dee and both girls nodded to each other. They both walked along either side of Ben and Dee looped her arm around Ben's arm. He looked at her in surprise and then at Julie on his other side.

"How are you holding up?" Julie asked.

"I'm fine," he said not very convincingly.

"Ben you need to stop beating yourself up about this," Dee said. "None of this was your fault."

"That's what you all keep telling me but it still feels that way," Ben said back.

"Look when this is all over I promise you'll feel much better," Dee said and Julie nodded in agreement with a chirp from Ship. Ben smiled but it was short lived as a bunch houses lined up next to them exploded. The three Anodites held up shields but it was too much of a blast and they were too weak. The purple shields failed and they went flying back.

It was silent as the dust from the explosion cleared. The road was covered in debris and under it laid the group. A few boards moved and from under it a woman's hand reached up. Marina finally managed to get her head up from under the rubble and peered around her.

She tried to wipe the blood that began to seep over her eye but it kept dripping. She called out for the group and began lifting up the parts of the house. She saw red leg and dug for it finding Neillee. Helping her up the alien was covered in cuts and bruises with blue blood making its way through a long gash in her arm.

"Dee!" She called out and the two women began searching for more of their group. Marina stopped when she heard the sound of bug chirping coming from behind her. She turned around and found at least twenty Anlex's standing before her. She grabbed her gun from her hip and held it towards the insects.

"Keep searching," she told Neillee and fired.

Under the rubble Ben groaned and opened her eyes. He couldn't move and found his legs pinned under a beam. He tried to get it off but it wouldn't give. He put his arms down and felt something warm next to him. Turning his head slowly his eyes widen as he saw Julie lying next to him; blood pooling from under her.

"Julie," he whispered and tried to rock her awake. He heard the sounds of lasers going off and a woman scream. He tried to pull the beam off his legs again. He might not have the Ultimatrix but that doesn't mean he wasn't going to try and fight. He closed his eyes and held his hand out to his trapped legs. Opening his eyes they glowed purple and the board on his legs began to lift. He struggled but his eyes turned back to normal and the beam dropped. He growled in anger, while his Anodite powers were great when he was the way before, he found he didn't know how to harness them like he was now. But there was one thing that he knew how to control. He looked around but Azmuth was nowhere to be found.

"Azmuth," he whispered. "Azmuth where are you," he called out under the sound of more weapons firing. He was about to give up when he heard something move from next to him. A small piece of a board shifted and the small grey alien appeared pulling the watch behind him.

"Azmuth are you ok?" Ben asked holding his hand out for the alien. The older alien coughed.

"Yes yes I'm fine. You didn't have to call out so much,"

"Sorry," Ben said before spotting the Ultimatrix behind the alien. "I need that," he said pointing to it. Azmuth's eyes widen.

"I can't let you do that until after I fix it Tennyson," Azmuth warned.

"We don't have a chose," Ben said and plucked the watch from Azmuth's grasp.

Back with the other group Kevin punched another bug in the face and looked behind him where Pierce stuck another one down.

"This is too easy," Kevin boasted.

"Don't get cocky Kevin," Max shouted. Jason shot at the aliens one by one and was winning until his gun was shot out of his hands.

"Oh crap," he said and backed up as one of the aliens made their way closer to him. "Nice cockroach thingy," he said and held his hands out in front of him for defense. He looked at the bug and then his hands and then held his hands out further and sparks made his way from the tips of his fingers and lightning shot out frying the bug. "Yes," he shouted.

"Looks like your getting the hang of your powers," Gwen said coming up next to him. He smiled and went to zap another bug but nothing came out.

"Or not," he pouted. Gwen shot it with a purple disk and it went down. They came up to it and were about to continue fighting when a green light lit up on a band around one of its clawed hands.

"It has been re-activated," Another one yelled looking at its own green band. The bugs retreated and made their way back to the ship.

"Get back here!" Manny shouted.

"Where are they going," Pierce asked.

"I don't know," Max replied. "They just said it was re-activated."

"Oh no," Kevin said slapping his head with his hand. "I told him not to do it."

"Told who not to do what?" Gwen asked.

"I told Ben not to do something stupid."

The group looked at Kevin in confusion. Gwen and Max's eyes widen when they pieced it altogether. Gwen sighed in frustration "Ben."

Marina held her arm limply as the aliens surrounded her. She was sore, tired and was losing all hope. She dropped the gun onto the ground and was about to hold her arm up in surrender when a beam of green blasted its way from under the rubble. She took a step back and so did the Anlex as a giant body appeared from the ruins.

"Humungousaur!" The giant dinosaur looking alien yelled as it stood from the ground. It bent down and lifted Julie gently and laid her top of the wreckage. Neillee ran over to the fallen girl as Azmuth stood next to her. Neillee looked up at Humungousaur in shock and was about to say something when Azmuth stopped her with a shake of the head. Humungousaur took a step forward past Marina who fell to her knees.

"I'll take it from here," Ben said to her in his gruff voice and charged the aliens. They fired back but Humungousaur's tough exterior deflected all the blasts and he swept a handful of the Anlex from their feet with one swipe of his hand. He looked up and frowned, more Anlex ships were showing up.

Humungousaur kept getting blasted on the back and was starting to get agitated. Ben could see that he was greatly outnumbered and with half his friends hurt and the other half missing under rubble his hand itched to press the Ultimatrix and transform into Ultra Humungousaur. His hand trailed towards his chest, he could hear the three hearts that pumped through Humungousaur's body beating one after the other after the other. He was about to slam his hand down when a light shown down on him. He looked up at one of the plumber's ships and there wasn't just one of them but at least ten.

"This is the Plumbers you are surrounded and outnumbered. Surrender now," A deep voice said from a speaker of the ship. The Anlex looked up to the ship and began to scramble. They knew they were outnumbered with only five ships against all the Plumber ships. All the bugs on the ground took out there small devices and pressed them making them all disappear. Soon there ships disappeared as well and the street became completely silent. Ben pressed the Ultimatrix and in a green light turned back into himself.

"Ben!" he heard and turned around where the rest of the group made it to them. Kevin came up to him and grabbed him into a ruff hug. He pulled apart. "You idiot what do you think you were doing?"

"Saving the world," Ben said. The rest of the group ran towards the pile and began to excavate everyone still stuck under the rubble. Ben looked over at them and his face dropped as he saw Neillee shaking her head over Julie. "No," Ben whispered and ran over to them.

"I'm sorry Ben," Neillee said. "She's gone."

"No keep trying," Ben cried falling to his knees. He rubbed his hand over her hair and his palm was smeared red. "Please keep trying." Tears fell from his face as Kevin walked up next to him and tried to pull the teen away.

On the other side of the road Jason had just pulled Dee out of the rubble and she held her head in pain.

"Are you alright?" he asked.

"I…I think so. What happened," she asked.

"You were attacked but the Plumbers are here now," Jason said. At the same time Max pulled Verdona up as she held the crystal tightly to her chest. They hugged quietly as the rest of the junior plumbers help dig out the other Anodites.

Finally some Plumber soldiers beamed down from the ship. Two of them walked up to Kevin who was still trying to pry a crying Ben from Julie's body. They grabbed either side of Ben's arms and lifted him up with ease.

"Hey what are you doing?" Kevin shouted but they ignored him.

"Ben Tennyson you are under arrest for high treason against the Plumber's, the use of illegal level 3 and higher tech, and mass murder." one of the soldiers said taking a device out and clasping it over the Ultimatrix before taking out energy hand cuffs and slipping them around Ben's wrists behind his back. All the while Ben made no movement to object and allowed them to take him away.

"Wait you can't do this," Gwen screamed. She held up a pink barrier keeping the soldiers from moving back to the ship. More Plumbers beamed down surrounding the group and held out there weapons. Kevin hit the pavement and absorbed the tar.

"Let him go…now," Kevin threatened.

"Put down your weapons," Magister Hulka's voice rang. (1) Everyone froze and looked at him except for Ben who seemed to be in his own little world looking down at the road. Gwen lowered her arms and in turn her shield. "What do you think you are doing," he demanded.

"You have no right to take him to prison," Gwen stated. "It wasn't his fault Ben was just…"

"Was just under the control of the Ultimatrix," he finished.

"Yeah so if you know then why are you taking him away," Kevin said.

"Because I was told to by the council. Now that the Earth Guardian has been secured and the Anlex have turned back we can bring Tennyson in," Hulka stated but he could see that Ben's friends were still not giving the teen up that easily. "Nothing will happen to him until a fair trial is set." The group was still not letting there guard down.

"Its fine guys," Ben finally said quietly. He still would not look up from the ground, he couldn't take the chance of what he would do if he looked and saw Julies body just lying there. "I'll go with you."

"No Ben," Kevin said but Ben ignored him and began to walk with the soldiers closer to the ship. They stood directly under the ship and they were beamed up. Kevin looked back at Magister Hulka with a glare and the alien stared back.

"Let's clean this up," he shouted and the soldiers scrambled. Dee ran to her mother and held her tightly and Marina ran to Jason. Ship was finally dug up from the ground with the other two Anodites and Helen. It made its way to Julie. It kept nudging her body over and over again crying 'ship' in whimpering sound.

One of the soldiers came over with a sheet but Gwen took it from him and spread it over Julie; tears dripping down her face. She, Dee, and Helen staid by her side as everyone else worked to clean up the area.

"This is all those Anlex's fault," Helen growled making fists. "They killed Julie, took Ben from us and nearly destroyed the Plumbers."

"They're going to pay," Dee hiccupped. "I'll make sure of it."

"We all will. After we get Ben out of this mess we are going after those bugs and fixing everything," Gwen agreed. She looked over at Kevin who was staring up at the stars. She knew exactly what he was thinking. Once again there going to have to save Ben but this time from their own side.

**(1) Magister Hulka- Just in case you don't remember him he was that alien from Basic training.**

**So there you have it chapter 7. One problem gets fixed and two more pop up.**

**Please review kindly**


	8. Pier Trips and Chili Fries

**FINALLY! This semester of college was absolutely awful with no time to write what so ever. Now that I got winter break I can write some things down YAY! **

**So I took this Mary Sue test online to make sure Jason and Dee wasn't to Mary Sueish (That's not a word is it) I found that they are so far from Mary Sue that I should add some more back story from them so this chapter has a lot more of them in it. I hope it is still good.**

Once back on the Earth Guardian Ben was taken to a cell. His hands were unbound and he was told to remove the Ultimatrix. The watch was taken off and he handed it to one of the guards who placed the green weapon into a metal box that hissed as it sealed shut; making the box seem like a solid silver square with no opening.

Ben walked into the cell and once the door was shut he fell to the floor and curled into a ball. When his own mind was stuck in the Ultimatrix he had no idea what was happening in the real world but ever since he and his "other self" had merged the memories were beginning to come back to him and as hard as he tried he could no longer force them down and he allowed them all to flow through him.

Flashback

Ben sat on a bench outside a smoothie shack slurping down a strawberry drink and looking at the night stars with dull black eyes. Blood seeped down his hand where he had to smash the window into the closed fast food restaurant to make his own smoothie went unnoticed by the teen ( Just because it was 3:00 in the morning doesn't mean the great Ben Tennyson should be denied his favorite drink.)

A light appeared to his side and he lazily looked over where eight Anlex stood; guns pointed directly at Ben. They parted as a tall cape and hooded man walked forward. The street light illuminated his face that was concealed by a silver metal mask of an Anlex face.

"Ben Tennyson you are alone and unarmed," he said seeing no watch upon Ben's arm. "That is a mistake."

Ben brought the smoothie back up to his lips and slurped loudly. The masked man raised his hand towards Ben signing to his followers to fire and they spit green goo at the teen.

Ben blinked and his eyes glowed a soft purple as a violet shield protected him from the threat. He then nodded towards them and the shield shot forward knocking all the bugs to the ground. They all began to get up slowly and the man breathed deeply.

"I was told only the female could use Anodite abilities."

"Gwen…" Ben started but dropped his cup spilling the pink mush onto the pavement. He held his hands to his head in pain. "Damn it," Ben continue to repeat. The Anlex looked at him in confusion. After a few moments Ben let out a deep breath and looked at them sharply with sweat flickering off his hair.

"You," Ben said. "I need a ship…give me one of yours."

"Now why would we do that," The masked man laughed.

"Because I need to get off this planet, I need to leave and…and forget. But it's not finished, it's not complete, I need…"

The man took a few steps closer to the teen. "Need what?"

"I need the Ultimatrix back," Ben hissed.

"I think we can make an arrangement. You help us and we will help you get the Ultimatrix back." the man said holding out his hand. Ben looked at it skeptically and then back at the aliens who looked ready to fight at the word. "They will not harm you. I am there king and they will only do as I say."

"You don't look like an Anlex to me." Ben said.

"I never said I was but I am their king none the least," The cape man said with his hand still out. Ben looked back at it and grasped it tightly.

"Deal."

End Flashback

Ben couldn't understand how he could have let this happen. And now because of him the world was being invaded by giant cockroaches, the Anodite population was almost destroyed, and Julie…Julie was dead. He felt so numb just thinking of her name. It was his fault that she even became involved with the plumbers in the first place all those years ago. How was he going to face his friends again, his family…Kevin.

Ben cringed at the thought of Kevin. How would he face him after all the crap he gave Kevin whenever he turned evil. At least Kevin never killed anyone, Julie was dead because of him and so many other people fell under his own hands.

Flashback

The alarm blared loudly as Ben finished choking the life out of the plumber he was now holding in the air with one hand. He dropped the body to the ground and continued walking down the hallway that was hidden behind the new Mount Rushmore base.

After the Plumbers were reinstated the Bunker was rebuilt behind the holographic images of the presidents heads and was now back and open for business only to be re-destroyed by Ben and his new team.

Two Anlex walked up to Ben with another plumber struggling in their arms.

"You won't get away with this," the woman said as blood dripped down her head. Ben smirked.

"Tell me where they've hidden the Ultimatrix."

"It's not here," she spat.

"If not here then where," Ben said grabbing her head and pulling her down to her knees by her blond hair.

"I don't know but even if I did I wouldn't tell you," she said. Ben growled and let her hair go letting her go slack. She breathed in deeply and looked up. Her eyes widen in horror as Ben pulled a gun from his pocket. He pulled the trigger and the laser hit the plumber in the chest bringing her down completely.

"It's not here, let's go." Ben said turning around.

"But she could be lying," one of the Anlex clicked. Ben turned sharply and the bugs backed up with their heads lowered.

"When I say it's not here it's not here. Now set the place to detonate in 5 minutes and let's go."

It wasn't until a couple of months later that Ben was able to get a real lead of the Ultimatrix. He looked around as he slid his head into the warehouse. He looked back outside where fifteen Anlex stood behind him. He nodded them that it was clear and they entered the facility. As he walked further into the building he heard the clicking of guns surrounding him and he put his hands up with a sigh and looked up and saw that he was surrounded by plumbers.

"A welcoming party for me? How sweet," Ben smiled.

"Ben Tennyson you are under arrest for…" But before the plumber could say anything more Ben ducked and the Anlex began to shoot goo from their mouths. Plumbers fell to the ground and Ben made a run for the back of the warehouse with five Anlex following him giving him cover.

"Ben," He suddenly heard and stopped short as Kevin came crashing down from the rafters already absorbed in metal.

"Kevin," Ben spoke with a smile. "It's been a long time. I see they have you on guard duty."

"Yeah well the way you've been taking out all the plumbers they knew they needed to start bringing out the big guns." Kevin said taking a step closer to Ben. Ben could feel his emotions trying to burst out. He wanted to use his Anodite abilities but at the same time he couldn't do it. Instead he pulled out his gun and tried to shoot Kevin. He missed as expected but his objective at this point was to get the Ultimatrix not kill Kevin.

As Kevin dodged the laser Ben ran with the Anlex following him. He made it to two huge metal doors where he could literally feel the Ultimatrix waiting for him. He grabbed the handles and tried to pry it open. Locked of course.

"Ben, stop it," he heard Kevin behind him but ignored the black haired teen. The Anlex shot at Kevin as Ben used his strength to tear open the doors. Finally pulling the door open he stepped inside only to be met with a pink blast of mana.

"Gwen," he whispered and then stood up straight with wide eyes.

"Ben you need to stop," Gwen said; her eyes glowing purple. It wasn't Gwen though that had Ben stopping in his tracks but what was behind his cousin. The watch was right there behind her floating in a magnetic field. He took a step forward like it was drawing him in but snapped out of it and dodged another mana burst.

"You two cover Kevin," Ben yelled to his followers. "You three with me," he said. The three bugs followed him in and Ben slammed the door behind him twisting the nobs so it they could not be opened. "I will distract her just get the Ultimatrix and get out of here," he said.

Pulling out the gun he shot volleys of the laser at Gwen and she held a shield out to stop Ben. The Anlex ran behind her and when she tried to stop them Ben charged her knocking her to the ground. Ben looked up and shot the laser at the ceiling creating a giant whole. He jumped from Gwen as the ceiling collapsed, Gwen's eyes open wide as the debris fell on top of her.

One of the Anlex grabbed the watch just as the door exploded open with Kevin and an army of Plumbers came through with their guns pointed at Ben.

"Get it out of here now?" Ben shouted to the three bugs and with a giant leap the Anlex escaped through the whole in the ceiling.

"No," one of the plumbers shouted. Just then a light of purple lit up under the debris and it was pushed forward as Gwen flew upward.

"Gwen," Kevin said glad that she was alright. She settled back down to the ground and stared at Ben sternly who smirked back. Kevin made a movement towards Ben but was stopped by one of the plumbers.

"They have the Ultimatrix." Another plumber said. "We will deal with Tennyson; you should go after the watch."

"But…" Kevin began to argue.

"We will," Gwen cut him off and created stairs leading to the ceiling. Kevin walked slowly passed Ben and the two stared at each other. Kevin ran up the steps behind Gwen as he pressed a button on a remote that he removed from his pocket. The Rust bucket ship met them at the top and Gwen got inside followed by Kevin.

"We got him Kevin," Gwen reassured the teen. "And when we get the watch we can save him." Kevin nodded with a smile.

Back in the warehouse the Plumbers began to descend on Ben. He backed up slowly until he was against a wall. Now that Kevin and Gwen were gone he suddenly didn't feel like holding back. He held his hand out and his eyes glowed purple. His power surrounded him and he exploded it outwards.

End Flashback

After that incident was when Jason found the Ultimatrix and he had gotten the first real human contact in over a year. Slowly the memories began to slow down and he was able to pick himself up and sit upon the slab of a bed. Looking out the small window behind him he smiled sadly at the sight of Earth. They were over China. He was really in the mood for some Chinese food.

~On Earth~

After being patched up so there was no longer even a scar where he was injured and his fractured wrist fixed enough so it was into a sprain Jason was sent back home with his mother. He found himself restless after spending three days in high gear. His mother left him having to go back to her everyday menial job and he was stuck flipping through TV channels.

Jason heard a knock on the front door and he got up to see who it was. When he opened it he was surprised to see a girl he had never seen before but strangely familiar looking. Her skin was slightly tan, her eyes a dark brown and her black hair hung in a long loose braid. She wore a form fitting red top and black shorts with red and black sneakers.

"We…aren't interested," Jason said thinking she was here to sell something.

"Idiot," she said holding onto the door before he slammed it on her. Jason perked up at the sound of her voice. He knew that voice.

"Dee?" he asked. "But how…" Dee walked in and shut the door behind her. She held her hand to her face and with a small light she pulled her hand away with a face in her hand. Jason shouted.

"What?" Dee asked back in her regular colored red skin and black leotard.

"You just ripped off your face," Jason said with a surprise and Dee laughed.

"It's an I.D mask," she said holding up the plain white mask. "Can't go walking around Earth looking like I do."

"But what are you doing here. Shouldn't you be back on the Earth Guardian with your mom?"

"I was bored. I thought we could hang out before the trial tomorrow."

"Ben's trials tomorrow? That's earlier than I expected, I thought it would be at least a couple of months."

"The most powerful hero is on trial and you think the council is going to wait. They are either going to want him back on the field fighting Anlex scum or…locked up in the Null Void for a very long time." Dee said saying the last part half-heartedly.

"What's the Null Void?" Jason asked and Dee slapped herself on the head forgetting that he still didn't understand everything.

"I'll explain everything but first is there someplace we can go. I just want to be somewhere…distracting." Jason smiled and held out an arm to escort Dee out the door. With a slip of the I.D mask back on Dee's face they strolled out the door.

Kevin continued to tap on the steering wheel of his car. He looked over at Julie's house where he could just picture Gwen and Max trying to explain to the Yamamoto's how their daughter died. He couldn't do it though; he didn't think that he would be able to keep it together once he saw how they reacted. He was afraid once he saw their face then he was going to remember Ben's. He would see that hollow look Ben had on his face as he blamed himself for Julie's death and anyone else's death that happen when the Ultimatrix had control.

His head jerked up at the sound of the door opening and Gwen and Max letting themselves out. Gwen jumped in the back of the car as her grandpa took the passenger seat.

"How'd it go," Kevin asked revving up the car and taking down the road.

"As well as it could be expected," Max answered with a sigh. "She wasn't an official Plumber but we are going to hold a Plumbers funeral for her. Her parents agreed to it."

"They seem to be handling it pretty well," Kevin said.

"They knew that she was working with Ben and the Plumbers. They knew of the ramifications," Gwen stated. "It still took a while to calm Mrs. Yamamoto down though."

The car became thick with silence as they drove.

"So who's going to be defending Ben tomorrow?" Kevin asked breaking the silence.

"I will be defending him," Max said. "When I get back to the Earth Guardian I'm going to go over the case with Ben…unfortunately when I spoke to him before this he didn't seem to want to really cooperate. He needs to learn he isn't completely guilty for this if he wants to get the council on his side."

"I don't think Ben wants the council to be on his side. This whole thing is just eating him up," Gwen spoke.

"Well I'm going to have to change his attitude," Kevin said shifting his car to another gear and speeding up.

Dee's face lit up at the sight of the promenade. Children yelled and laughed and the Ferris wheel and rollercoaster was a sight to behold.

"What is this place?"

"The Pier, it's just a place to hang out and stuff… What you think that this is cool? You fly halfway across the galaxy and fight evil aliens and you think this is cool?" Jason asked. Dee turned and looked back at him.

"Yes I think it is very cool. Do you have a problem with that?" Dee asked. Jason held his hands out defensively and laughed.

"No, no. After you," he said and Dee led the way into the amusement park.

After an hour of games and rides the two took a seat on a bench with cotton candy in their arms.

"This has been one of best days since I've come to this planet."

"Really…I guess this planet _is_ kind of boring."

"Oh no this planet is great it's just that…I don't normally get to go out and I'm usually staring at it from my room."

"Oh well then I guess it makes sense," Jason blushed in embarrassment. "You want a sip?" he asked holding a paper cup towards the girl.

"What is it?" Dee asked taking the cup gingerly.

"It's coke…soda," Jason further explained as Dee looked at him in confusion. She took a sip and then made a face of discuss.

"This is awful. Why would you drink this?"

"Well I thought your Minola drink was awful but I drank it."

"Does it have healthy properties?"

"Nope just pure sugary goodness with a hint of caffeine," Jason laughed. Dee was about to respond when she felt a shadow loom over her. She turned around quickly to the threat; it was a girl.

"Jason," The teen said. She stood angrily with her hands on her hips. She wore high pink shorts and a white tank top with sparkles and her blond hair bounced off her shoulders in ringlets. Her dark blue eyes stared straight into Jason's own baby blues.

"Ma…Mary?" Jason said startled and stood up quickly.

"Jason Harris I have been trying to get a hold of you for three days now. First you ditch me at the party and then you ignore my calls, where have you been?" She asked sternly.

"I…I…I meant to call you but I've been busy…with showing my…my new neighbor around town," he said with difficulty. Mary looked down at Dee and stared at her for a few moments before smiling and extending her hand.

"Oh sorry how rude of me. I'm Mary Hunt it's nice to meet you."

"Dee," the disguised alien said taking the hand.

"This doesn't let you off the hook mister. You still have your cellphone," Mary argued taking back her hand.

"Oh that was my fault," Dee interjected. "I dropped his phone and it broke. Mary looked at her skeptically and Dee continued to look back up at her as sweetly as possible.

"Fine," Mary said finally giving in to the excuse. "But you still left me at that party and Brian Lang wouldn't stop hitting on me. You were supposed to be there to pretend we were still dating."

"Dating?" Dee said a little too loudly.

"Yeah…Mary and I went out a couple of months ago. Now I'm her…back up date." Jason said with a sulk. "I'm sorry Mary but I'm not going to just stand there and wait for someone you don't like to hit on you. I have a life."

Mary lifted a finger to point something out when an explosion burst on the other side of the pier.

"Oh crap, sorry Mary got to go!" Jason shouted pulling Dee from the bench and pulling her towards the explosion.

"Wait Jason come back your supposed to be running away from the giant explosion not to it!" Mary yelled back as she watched the two teens disappear through the carnival buildings. As they ran towards the blast Dee ripped off her I.D mask.

"So you and this Mary person are…together," Dee asked.

"Can we discuss this when you know we don't have to find out what caused a big explosion?" Jason asked in a huff. The two skidded to a halt in front of the rollercoaster. The control panel for the ride had been smashed by an ATM machine.

Jason looked across the way where a pale woman with red hair and balls at the end of the strands stood with cash in her hands where she had just ripped the ATM machine from its place and threw it at the rollercoaster recklessly.

Frightwig," Dee cursed at the circus freak woman. The two teens heard screaming and looked up where the rollercoaster was stopped at the edge of a giant drop. If the coaster fell down the hill it would hit the loop just at the end but they both knew that the ride would not have the momentum to make it through the loop and they would end up crashing down to earth.

"Easy cash," the woman said as her two cohorts; Acid Breath and Thumbskull walked next to her both holding wallets and purses.

"Without Ben Tennyson around there is no one to stop us," Acid Breath said in a scratchy voice.

"Aw I'm hurt," Jason said loudly. The three looked over at him a Dee and got ready for a fight dropping there loot. The people on the rollercoaster screamed again as the ride began to move forward. Jason growled.

"One of us is going to have to stop the ride while the other one holds the freaks off," Dee said.

"Great you get the people and I'll fight them off," Jason said.

"No I'll get the kids you get these three. You don't know how to control your ability yet," Dee said back.

Yeah but…I don't think I can get there fast enough and you are a whole lot stronger than I am," Jason said shamefully remembering Dee beating him every time they spared in the gym. Dee looked at Jason and then at the rollercoaster. She knew that she would get there up there faster as well and get the riders out from under the safety bar.

"Fine…just be careful. The woman can move her hair at will, the tall dumb looking one is super strong, and the ugly skinny one can spit and blow acid. I never faced them before but Ben told me that if you watch out for those few things they are pretty easy to deal with," Dee explained. Jason nodded and Dee left him and began her climb up the side ladder of the structure.

"Let's get this party started," Jason said slamming his hand down on his wrist. His eyes widen as he realized that he no longer wore the Ultimatrix. He only wore the watch for less than a week and he was already relying on it for all his battles. It really was addicting to have all that power at his fingertips.

The three circus freaks took this opportunity to charge Jason. The teen ducked as Frightwig whipped her hair at him. He dodged forward tackling the woman to the ground.

"Get off of me," the woman shouted. Thumskull raised his fist in the air and brought it down at Jason. The teen gasped and rolled of the woman just in time for the brute's fist to slam into Frightwigs stomach. The woman gasped for breath and past out quickly.

"Wow you really are stupid aren't you," Jason teased.

"Don't call me stupid," Thumskull said angrily and ran towards the boy with Acid Breath at his heals. Dee looked down at Jason dodging the acid and the punches and continued up the ladder. She finally reached the top where two girls hugged each other tightly, a man holding his son and an elderly woman with her grandson and granddaughter held onto the bar in the last car. The two girls screamed as Dee came up next to them and the man held his son tighter.

"I'm here to help," she said reached for the bar in front of the girls and began to pull it upward. It screeched painfully as it tried to stay down. Sweat poured down Dee's face as she pulled harder. The rollercoaster began to roll forward again and the passengers screamed again. "Hold on I got you," Dee struggled. Finally the first bar came up and she held her hand out for the girl to take her hand. The girl hesitated at first but finally took it and Dee led her to the ladder where the two girls took it down slowly to the ground. Dee didn't wait and moved onto the second car.

Jason backed up as Acid Breath and Thumbskull took him from both sides. Acid Breath breathed out releasing acid from his lips. Jason gasped and held out his hands towards the large mouth man. He felt shocks from his fingers and looked at his hands begin to spark. He held his hands outward and the electricity flew from his hands. It mixed with the green smoke and the space between the two fighters sparked into flames.

It trailed all the way to the freaks mouth and exploded sending Acid Breath backwards. Jason jumped in happiness with a shout. He suddenly saw a shadow loom in front of him and turned just in time for Thumskull to hit him in the jaw and knock him out.

Dee had gotten the second car unlocked and was helping the man and son onto the ladder. The rollercoaster screech again. Dee ran to the last car and tried to pull the bar up but her arms were beginning to tire and burn.

"Please save my grandchildren," the elderly woman begged.

"I'm…trying…to lady," Dee said as she struggled harder. The rollercoaster moved forward and it finally broke free of the restraints.

"Noooo," Dee shouted side stepping from the car so she didn't get run over as it rolled down the steep hill. She shielded her eyes as a glow of purple blinded her. She looked over and the last car that held the two children and woman floated in a purple bubble. Dee looked to the ground where she saw Gwen struggling to hold the car as the other two cars made its way through the loop only making it upside down and fall to the ground without the proper momentum. The car slowly made its way to the ground and the purple disappeared. Dee jumped from the top of the coasters track and with one last burst of energy ripped the bar off. The woman grabbed the kids and ran with the direction Gwen pointed to them.

"What are you doing here?" Dee asked the Anodite.

"We were heading back to the Earth Guardian when we saw a bunch of cop cars heading to the promenade. We thought we go check it out. Good thing we did," Gwen said.

Jason groaned and blinked a few times. He felt himself moving across the ground. He looked up slightly and found himself being dragged by his feet towards the "Ring the Bell Game." He saw the mallet resting along the button you were supposed to hit to make the bell go ring. Thumskull was going to squash his head like a watermelon.

He struggled and clawed at the monsters arms but he wouldn't let go. Jason tried to feel the same feeling he had when using his powers. Fear, adrenaline, with a mixture of a little confidence and he felt the spark in his hands grow. He grabbed Thumskulls hands once again and let the electricity flow. The circus monster stopped moving as the current flew through his body. He dropped Jason and took a few steps back.

"Why I ought to…" he said taking a step towards Jason again. He felt a finger tap him on his back and turn around to face Kevin already covered in a silver metal. With a smile Kevin punched the villain in the gut causing him to keel over and hit the ground with a thud.

"Kevin?" Jason said as the older teen helped him up.

"Looks like you're getting your powers down," Kevin said back.

"I'm working on it," Jason laughed sheepishly. Dee and Gwen walked over to the two guys and Dee placed her I.D mask back on.

"Well that was fun," she said sarcastically.

"Loads," Jason said back.

"We were on our way to the Earth Guardian. Do you guys want a lift," Gwen asked as Kevin went to round up the three circus freaks.

"Well I guess our date was ruined anyway," Dee said sadly. Jason's eyes widen and his face turned red.

"You considered this a date?" Jason asked. Gwen sighed, why were all boys so clueless. "Well you…you know the night…isn't over. I can show you this great spot where we can see the stars…I mean you're probably tired of the stars….I guess we can go…"

Dee rolled her eyes. "I would love to see the stars. After you," She said gesturing for Jason to start walking.

"I guess we'll meet you guys tomorrow at the trial," Jason said and took Dee's arm and led her to the piers exit. Kevin came up behind her with the clowns tied up behind him.

"What was that all about?" he asked.

"Just Jason being as oblivious as you and Ben were," Gwen laughed.

~Earth Guardian~

Ben picked at the goop that was placed in front of him on the table. His eyes moved back and forth to all of the guards that were standing in front of the doors keeping the room completely empty except for Ben. It wasn't for the ships protection but for Ben's. Everyone else in the prison part of the ship would be out for the hero's blood being that he put more than half of them in their cells. He wouldn't stand a chance without the Ultimatrix.

There was a knock on the door and one of the guards opened the door. Kevin popped his head in and strolled over to Ben. He placed a bag in front of the teen and grease spread through the bottom of the white paper carrier.

"Someone order chili fries," Kevin smirked. Ben smiled and grabbed the bag digging into it and grabbing the messy fries inside. Kevin watched him eat and Ben stopped feeling his boyfriend's eyes on him.

"Are you just going to sit there and watch me eat?" Ben asked.

"Got nothing better to do," Kevin laughed but unfortunately Ben just wasn't in the mode. Ben rolled his eyes with a grab of the bag he began to stand up. Kevin grabbed Ben's wrist, the one that use to hold the Ultimatrix and pulled Ben back down angrily. The guards took a step forward but hesitated as the two teens stared at each other angrily. Kevin let go of Ben's wrist and the brunette rubbed his wrist gingerly.

"What," Ben said angrily.

"You need to stop acting like a little brat Tennyson," Kevin said back using Ben's last name that he hadn't used in so long.

"Well how else should I act," Ben shouted.

"Everyone is trying to help you and all you can do is sulk and act like you don't want any of it."

"That's because I don't!" Kevin stared at Ben as the teen breathed heavily. "What I did was unforgivable. I should be sent to the Null Void for what I did. Even if I thought I shouldn't be put away you really think the Council will let me off the hook after killing so many Plumbers? You should just give up now."

"Ugg why are you such an idiot," Kevin groaned. "You're my boyfriend why the hell would I give up."

"You…you still want to go out with me?" Ben asked with a surprise.

"You did not seriously just ask me that," Kevin felt like punching himself in the head. "Why would you think that?"

"Umm because I went all evil for a year."

"Yeah and I went all evil after we first met and we became friends five years later. Then I went all evil again and then we went out so I don't see how you're making a valid point."

"Well…I, well…" Ben stumbled trying to come up with something but realized he didn't have anything.

"Forget it Tennyson. Tomorrow we are going to trial and everyone is going to try and get you out and if you don't try your hardest to get free then I'm going to punch you," Kevin said standing up. He bent over to the other side of the table and grabbed the back of Ben's neck sweeping him in for a kiss. Ben's eyes widen but soon closed them deepening the kiss. They continued to kiss until one of the guards coughed slightly and Kevin pulled away.

"Whoa," Ben said quietly.

"Yeah well if you want more of that you're just going to have to win tomorrow," Kevin said walking out of the room leaving a stun Ben with a bag of chili fries.

**Ok I actually have a question for you guys from something that happened in a Ben 10 episode. Can someone please tell me what happened to Pierce in "The Purge"? Is he like dead now because I kind of liked his character and they never explained what happened to him. **

**Otherwise all I can say is…**

**Review kindly Please**


	9. Trial and Tribulations

**Yes it is an update your eyes do not deceive you. With the whole series coming to an end it just a few more episodes and the new one starting up with some weird ass looking Ben O_o my imagination went on overdrive…maybe a little too much on overdrive. **

**I'm hoping it doesn't get to confusing because this is the trial chapter and all I have to go on is my extensive research of the TV show Law and Order. So yeah…that's my speech...enjoy.**

Jason's mother smoothed down the side of his hair and the teen tried to pull away.

"Mom, stop it," he complained.

"This is a high court of the galaxy judicial law. You need to look presentable," Marina replied grabbing him once more to smooth down his blond hair.

"Well don't you look nice," Dee said coming up behind Jason.

"I don't need you to…" Jason said unable to finish his sentence as he looked back at Dee. Instead of her usual black leotard and skirt she wore a sliming purple cocktail dress her hair up in a braided bun.

"What?" she asked quietly a slight pink blush appearing on her already red skin.

"No…nothing," Jason stuttered. "You just look really nice."

"Well I had to…but you look nice as well," she said gesturing to Jason's blue suit.

Gwen in a black dress and Kevin in a black suit came up behind them.

"You guys ready," Gwen asked. The two heroes nodded and they followed Gwen and Kevin into the room. Jason gawked at the size. He was expecting a small court room like he saw on TV but the room was huge with aliens and people buzzing around. In the front of the room where the judge normally sat was a high stand with five aliens dressed in different colored robes but all of the same style.

As Jason proceeded to the front he spotted Ben and Max sitting behind a table both in their own suits and he took a seat behind them with Dee, his mother, Gwen and Kevin. He watched Kevin lean over and whispered something into Ben's ear causing the younger teen to smile briefly. The doors on the other side of the room and a stern woman with blond hair and a beautiful face walked into the court room taking the table next to Ben's.

The middle judge that was a Diamondhead banged a gavel in front of him telling the crowd that the proceedings were about to begin.

"This is the galaxy council versus Ben Kirby Tennyson who is being charged with high treason against the Plumber's, the use of illegal level 3 and higher technology, and mass murder. Who is representing the defendant?"

"I am," Max said standing up. "I am Magister Max Tennyson."

"I believe that's retired Magister," the blond haired woman said with a smile causing some people to laugh. The Diamondhead banged the gavel again quieting everyone.

"And the prosecutor?" He asked sternly. The blond haired woman smiled.

"I am, Diana Morningstar for the DA," she said smoothly looking over at the heroes.

"You have got to be kidding me," Kevin whispered as the judge began talking about the proceedings.

"What?" Jason asked.

"You don't think…" Gwen said ignoring Jason's question.

"What?" Jason asked again.

"I do…" Kevin said to Gwen.

"What!" Jason demanded causing a few people to shush him. Gwen looked over to him.

"We have an enemy that goes by the name of Darkstar. His really name though is Michael Morningstar and I think that woman may be his mother."

"No wonder he has so much money, she's a freaking lawyer," Kevin said.

"Yeah and with all the times we foiled Michael's plans she probably has a vendetta against us," Gwen replied.

"Let's get this started then shall we," the judge said. "We are here to listen to testimony of those for and against the punishment of Ben Tennyson. This case will be handled delicately and any outburst from anyone on either side will be removed from the court. The prosecution may begin."

The woman nodded. "I will show the council that this boy should be sent to Null void if not for his whole life then at least for a significant amount of time…"

Jason looked over at Kevin who was gripping his pants with white fingers trying to keep himself from getting up and punching the woman. Ben must have noticed it to because he turned slightly and with a glare he shook his head.

"How do we know that what happened won't happen again? Even if the boy doesn't get back the Ultimatrix we have witness that his Anodite side has surfaced and his control over it can rival that of a pure Anodite. I have witnesses of those that have survived his onslaught and will not stand for a teenager with this much raw power to be left uncheck…thank you," Morningstar finished with the last words looking at the heroes.

"Thank you Mrs. Morningstar…Magister Tennyson," the Diamondhead said. Max stood up and cleared his throat.

"My grandson was no ordinary teenager that went rouge. He was destined to be the holder of the watch. Again and again he was given the opportunity to abuse both the Omnitrix and the Ultimatrix but he never did. It wasn't until the Ultimatrix itself took a hold of my grandson did something happen. I will show that with no doubt Ben Tennyson is innocent of all charges for he did none of these things of his own free will," Max said taking a seat and resting his hand on Ben's hand.

The older man looked to Morningstar who was glaring at him. While he knew she probably had more than a few tricked up her sleeve, the face she was giving him let him know that he shook her case at least a little bit.

Soon Morningstar had her witnesses on the stand in front of the council. A man was in tears as he told the account of how he was the only survivor as Ben murdered the rest of his squad with the Anlex. She soon had family members who had lost loved ones who were fighting against the Anlex. Ben kept his head down unable to look at the accusing glares.

It was soon Max's turn to call witnesses.

"Don't worry Ben we got this," Max said placing a soft hand on Ben back. When he pulled away he grabbed his grandfather's wrist. "Ben?"

"Sorry…" Ben said softly releasing Max's arm still looking down at the table.

"It will be fine Ben. You'll feel better in a few minutes," Max said to his grandson. He then looked up at the council. "My first witness is Reinrassic the III."

Ben's eyes widen and turned around to watch the tall white alien with a green arm make his way to the stand.

"Reiny?" Ben said in astonishment.

"Hell Benben Tennyson," the alien said. Ben smiled at the nickname.

"Please state your name to the court," Max said after Reiny took his seat.

"I am Reinrassic the III, Seventh son of the Noble Highbreed House of Derazza, Direct descendant of the Pure Blooded High Order of Rarsect."

Ben snickered quietly and was punched in the back by Gwen who shushed him.

"Now Reineassic can you please tell us your relationship with Ben Tennyson."

"Tennyson was our enemy keeping our race from conquering planet Earth. He then saved my species from dying using the Omnitrix to fuse our DNA with that of the DNA in the watch."

"Did he have another choice besides helping you?"

"He could have destroyed us if he wanted to but he used the watch to help us. Benben Tennyson could have also destroyed me beforehand but he let me live and gave me a new arm…I owe him my life."

Max thanked him and Morningstar stood up to counter question Reiny.

"Did Ben Tennyson not destroy thousands of your comrades in the process?"

"Yes. We fused our species to his and so he had to fight them…there were casualties."

"He did find away though to merely separate the two species though but even then he would just destroy them."

"It drew him weak at first. He would not have been able to fight if he done that all the time." Reiny said after a minute of silence.

"Thank you…no further questions."

Reiny stepped down and Max called his next witness. He went down the line of those Ben had helped. Helen and Manny, Pierce, Alan, Argit, Jimmy Jones, just to name a few.

He called on Azmuth to explain the malfunction of the watch and how it wasn't Ben's fault and that anyone who wore the watch would have had the same thing happen to them and that he feels Ben should continue being the watches wearer. Max then called Kevin.

"State your name."

"Kevin Levin," the teen said clearing his throat.

"And your relationship with Ben."

"Plumber partner and boyfriend."

"Tell the court how you both met."

"I was living on the streets when I met Ben. He tried to help me but I turned on him. After being his enemy for a few years I was sent to the Null Void. It wasn't until years later, that I saw him again and joined him and Gwen to become a Plumber."

"And through all those times that you were with Ben until the incident with the watch, has Ben ever abused his powers or murdered innocent lives."

"No," Kevin said with confidence. After a few more questions it was time for the prosecutor.

"Kevin…when you met Ben he already had the Omnitrix right?" Morningstar asked.

"Yeah."

"And you say he never abused his powers?"

"Yeah that's right," Kevin said arching an eyebrow. Morningstar smiled.

"Do you mind telling the council what you and Ben did when you first met? How you two…bonded."

Kevin opened his mouth but then his eyes widen realizing the trap he had set himself up for.

"He was only 10 years old," he started. "And after he found out that people would get hurt he…"

"That wasn't the question Mr. Levin. What were the circumstances on the day you two met?"

Kevin looked over at Ben. Max was glaring daggers at Morningstar's back but Ben only nodded at Kevin to tell the truth. Kevin sighed and in a low voice he answered.

"He saved me from some bullies…then I got him to help me raid a video game warehouse and then I tried to get him to help me steel money from a subway by crashing the money train with a train carrying people…but he wouldn't do it," Kevin said yelling the last part.

"Yes but he still abused his powers. He used his abilities to help you get away after stealing merchandise and he almost used it to kill innocent people. That was when he was 10 and it was harmless fun. How do you know he won't use it now under his own devices to…let's say steal from a bank or take over a city."

"Ben wouldn't do that." A girl's voice rang from the crowed. Everyone turned and stared at the outburst from none other than Gwen.

"Gwen what are you doing," Ben hissed at her. You're going to get in trouble.

"Young lady what did we tell you about outbursts."

"I'm sorry council but this is just stupid." She shouted again. "This is Ben, he saved this galaxy at least a dozen times and that's when he had to study for a test he had to take the next day. He didn't have to go all the way to another planet to help stop a war or to save a planet from dying but he did because he always does what right."

The Diamondhead banged his gavel and the guards made their way to Gwen to remover her. Suddenly Dee stood up next to her.

"I second that. This is completely pointless and you all know that," she said looking around the room. The Diamondhead banged the gavel again. Suddenly Jason stood up followed by his mother and Neillee with Azmuth shouting from her shoulder. Reiny stood up and so did Argit, Baz-El, Magister Hulka, the plumbers that had worked with him…More than half the people in the room was now standing and shouting at the council and Ben could do nothing but stare in awe as everyone truly wish to see the teen free.

"That's it," the Diamondhead said as the other four council members looked on in shock. Never had they had such uproar in their court. "I think we have seen what needs to be seen and heard what needs to be heard. We will adjourn for now and come back after our deliberations."

The people filed out of the room and Ben was taken to a private room where Jason, Dee, Max, Kevin and Gwen were to wait for the verdict. As soon as Max closed the door they all looked over at Gwen who had slumped into a chair.

"What was that?" Ben asked in astonishment.

"That was me once again saving your butt," Gwen stated grabbing a water from the large table next to her and gulping it down viciously.

"Way to go Gwen," Kevin said raising his hand to give her a high five but was met with just a glare. Jason came to his side and raised his hand. Kevin took the saved and reluctantly high fived the younger teen.

"You guys are so immature," Dee said but with a hint of a smile.

"You could have gotten your plumbers badge taken away from you," Ben said sternly.

"Oh lighten up," Gwen said.

"I can't lighten up when I could have ruined your life even more."

"Seriously have you guys switched bodies?" Kevin asked. The two cousins glared up at him and Kevin back away and took a seat on the other side of the table.

"Not everything is about you Ben. The Morningstar's take out the worse in me and I just couldn't take her anymore."

"Ben I think you should just take it easy for now," Max said resting his hand on his grandson's shoulder. "It's over and done with and we just need to be patient. Ben relaxed slightly and walked over to Kevin. He was about to take a seat when Kevin motioned for him to sit on his lap. The brunette hesitated for a second but surrendered taking a seat on the older teens lap.

As everyone became involved in their own conversation Kevin raised his hands and began to massage Ben's shoulders.

"I'm sorry," Kevin whispered.

"About what?" Ben asked his eyes closed as he melted into the shoulder rub.

"I completely forgot about that day. I should have prepared a better answer."

"I thought she would ask it…I still think that day was one of the best days of my life," Ben smiled turning to look at Kevin.

"What?" Kevin asked totally confused.

"Well growing up I really didn't get along with most people, I was just to wild and obnoxious. I mean even Gwen always ignored me until she was forced to go on that summer trip with me. When I met you I thought finally someone is actually paying attention to me…even if it wasn't as a friend. Even the bullies back at home would only bother me if I stood in there way but you…you actually went out of _your_ way to fight me. I don't know it made me happy."

"You are so weird," Kevin laughed and Ben kicked his shin. "Hey what was that for?"

"Now I know why Gwen was always mad at you when you guys went out," Ben said and the two laughed.

A few hours later and the council had finished their deliberations. The court room filled up anxiously and Ben and his grandfather were told to stand. Morningstar stood as well her facial expression unable to be read.

"We have gone over the case and the council have come to a decision although not unanimously. We understood that it is not Tennyson's complete fault for what had happen but that doesn't lessen the fact that it did happen. It has come to our attention that the Ultimatrix might not be in the right hands of such a flawed species as an Earthling let alone an adolescent one…On the other hand Ben Tennyson has proven over many times that he is capable..."

The entire court room was silent as everyone seemed to be holding their breath for the verdict.

"We the high council of the Milky Way galaxy find Ben Tennyson innocent on all three charges…"

The room burst into applause. Ben could do nothing but stare in shock. He thought for sure he was going to be sent to the Null Void. The Diamondhead judge banged his gavel and everyone fell silent.

"Yes unfortunately this does not let you off the hook completely. You still murdered many innocent lives and we cannot allow your power to go uncheck like we have in the past. Until we deem unnecessary you are not to leave the planet willingly without permission and you are not to leave the galaxy or dimension without being accompanied by two guards of higher rankings."

If it wasn't for the fact that Ben had been in both situations the teen would have laughed at the thought of needing these precautions.

"Also you are to go through plumbing training again and finally if you do end up taking the Ultimatrix after it is fixed, you will be scheduled for tests once a month where if you fail to show up, you will be sent to the Null Void immediately. Is that understood?" the judge said sternly.

Ben nodded silently his eyes still wide with surprise. With a finally bang of the gavel Gwen jumped over the railing separating the crowd from the tables and hugged her cousin tightly.

"I told you that we would get through this," Gwen said happily. Ben hugged her back tightly and felt himself being enveloped into more arms of his grandfather and Kevin. Max looked over and watched as Morningstar gave the group a poisons glance and walked out of the building.

"Well son now that you are finally a free man what do you want to do?" The older man said. Without any hesitation Ben smiled.

"I want to go home," he said with exhaustion in his voice.

"Tennyson," the group heard and turned to Azmuth who continued to stand on Dee's mothers shoulder. "I have figured out how to recalibrate the Ultimatrix but I understand if you don't take it back. Just know that it will be given to no one else but you…you are the only you who will have my blessing to wear the watch."

Ben walked up to the small alien. "Say it again," Ben smiled widely. The alien was taken back and grumbled something under his breath. "Sorry I couldn't hear that. Say it a little louder."

"I said you have my blessing," Azmuth said. "But do not push it." Ben nodded grabbed Kevin's hand leading them out the door.

Kevin's Rust Bucket landed in front of Ben's home. The teen opened the hatch back in his black top and green jacket. The door to his home opened and his mother and father came running out, his German shepherd hot on their heels barking excitedly for his owner.

"Ben," his mother cried taking him into a hug leaving the teen gasping for air.

"Mom I still need to breath remember," Ben said. She separated herself slightly and began inspecting every inch of him brushing through his hair and tugging on his clothing. When she noticed his arm bare she sighed in relief.

"Please tell me that you won't ever put that revolting weapon back on."

Ben didn't have time to respond before Sandra was whisking him back into the house sputtering about how she made all his favorite foods. Ben looked back with a face that screamed 'helped me' but Max Gwen and Kevin stayed behind.

"Thank you for bringing him home," Carl said giving his father a hug. He lifted Gwen up lightly into her own hug and then held his hand out giving Kevin a sturdy handshake his eyes saying everything that needed to be said.

A few hours later night had fallen and Ben laid in a fitful sleep. Sweat poured down his face as he twisted and turned under the covers.

He found himself stuck in a nightmare where he sat in a pool of blood. Everything was so red as he stared at his blood soak covered hands. He looked over his shoulders and his eyes widen his pupils dilated. Bodies, hundreds of bodies strewn across a plain desert behind him covered in blood. He flipped himself over and crawled backwards trying to get away from the bodies he recognized as his grandfather, Gwen, Azmuth, Plumbers…Kevin. He saw Kevin just lying there his eyes unfocused but staring. He was staring at Ben, at what he had done. Ben suddenly realized that he was laughing. He covered his mouth trying to stop himself but he couldn't. He laughed under the palm of his hand and tears fell from his eyes. He could hear his heart beat under his chest. Thud, thud, thud, thud. He felt like it was going to burst from his chest he was laughing so hard.

Ben finally pulled himself from the dream sitting up straight and in confusion he found himself falling off his bed and banging his head onto the floor. He sat up straight on the carpet and rubbed the back off his head realizing that he could still hear the sounds of the 'thuds'. Realizing that it wasn't coming from under his green t-shirt he got up and saw the outline of someone outside his window knocking.

He walked over and threw open the curtains were Kevin stood outside his window. Ben sighed and unlocked the window and let the older teen in. Ben shut the window and turned around only to be met with Kevin's lips. Ben was pushed back against the window, as both of them deepened there kiss.

"I missed this," Kevin said gasping for air. "I feel like we haven't done this in forever."

Ben frowned. "A year at least," he said.

"You really know how to kill the mood," Kevin smiled as he breathed along Ben's neck. The younger teen straightened his head to the ceiling his eyes closed letting Kevin to kiss along his neck. "But at this point nothing can turn me away from you."

"You're a pervert Kevin," Ben said in a breathless whisper causing Kevin to laugh. Kevin pulled Ben away from the window and pushed him onto the bed. Ben smiled as he pulled Kevin's black jacket and white top up. As Ben began to feverishly unzip Kevin's pants the older teen stopped him and Ben looked at the man on top of him with confusion.

"What?" Ben asked slowly.

"You have bags under your eyes. You haven't been getting much sleep have you?"

"Maybe I just need someone to help tire me out," Ben said going back to Kevin's black jeans.

"Ben, stop it," Kevin said taking Ben's wrists and holding above Ben's head. Ben was no longer amused.

"Now who's killing the mood," Ben said angrily. Kevin sighed letting go of Ben and sitting up on the bed and Ben continued to lay on his back granted the sight of his ceiling.

"You want to talk about it?" Kevin asked.

"No…I wanted to have sex," Ben said causing Kevin to snort. Ben lifted his left arm up and looked at the back of his with his fingers spread wide. "It's really weird not having it on my arm but at the same time I feel relieved that it's not there."

"Well you heard Azmuth. You don't have to put it back on and I don't think anyone would hold it against you."

"Yeah," Ben whispered. He sat up slowly and looked at Kevin. He shifted himself so he was able to push Kevin down and the teen didn't resist. Ben laid his head onto Kevin's bare chest listening to the Osmosian hybrid's heartbeat. He felt his eyes getting heavy and Kevin now slowly threading his fingers through his hair wasn't helping.

"Fine I'll go to sleep now but you owe me tomorrow," Ben yawned and he felt Kevin nod before the two of them fell into a deep sleep.

Marrow the purple Anlex stumbled into the large castle that use to belong to the Forever knights. He made his way to the thrown wear his Anlex king sat.

"Marrow," he said in a deep voice. "I am sorely disappointed in you. You lost Ben Tennyson, the Ultimatrix and the Anodite stone. Why should I continue to allow you to live?" The masked man asked.

"I am sorry your majesty," Marrow clicked.

"That wasn't an answer," the King said. Before Marrow could reply the king pulled out a lazar gun and shot the cockroach who then disintegrated into ash. "Axis," he shouted.

"Yes your majesty," A tall, built, black Anlex said taking Marrows place.

"You are now in charge. You are to get me the stone under any means necessary. If needs be that means destroying Ben and his little friends in the process."

"Yes, of course your majesty."

"I have someone who is willing to help in our cause. Use them to your advantage," the king said gesturing to a shadowed figure behind him. "They have information that will help you to gain the upper hand."

Axis bowed deeply.

"I will not fail you your majesty."

A few days later Jason had found himself being forced to help his mother with the groceries. He sat in the passenger seat and stared out the window as his mother sang to old 80's music off key. He hadn't seen or heard from anyone since they said their goodbyes at the court in the Earths Guardian.

"Thank you for coming shopping with me," Marina said.

"Yeah," Jason said.

"How about we go get some ice cream."

"Mom bribing me with dessert before dinner will not make me feel better," Jason said looking at his mom.

"Honey they will call. They said they would."

"I guess…It's just that I feel that since I'm not needed anymore there is no reason to call me."

"I'm pretty sure Dee liked you more than just a replacement for Ben," Marina teased.

"Mooom," Jason groaned. The two of them smiled at each other. Jason looked back and his eyes widen in horror. "Mom," he shouted and Mary looked forward and stepped on the break hard. Their home which was just down the end of the road was engulfed in flames.

They pulled up and got out of the car and there dog came barking up to them jumping onto Jason. One of their neighbors walked over to them.

"It just came out of nowhere," the neighbor said. It grabbed the girl in front of your house and then took off."

"Dee," Jason shouted and ran towards his house's front door as his mom yelled for him to stop. There was a small silver disk on the front porch and he lifted it gently. It lit up blue and a hologram popped up. His mother came up behind him and she gave him a worried look.

"Mary?" Jason said in confusion as the hologram showed a black Anlex holding the unconscious teen in one of its many arms. "What is he doing with Mary? How did he even find out where we lived?"

"Hello Earth child. You were not here but I found this one knocking on your door," the bug said shifting Mary in its arms. "If you want to see her unharmed you will get your hands on the Anlex stone…or else," it fished before the hologram switched to a grid with coordinates. Jason looked back at his mother with wide eyes.

"We need to get Ben."

**So just want to start off by saying sorry if my little BenxKevin intimate seen was sucky. I can't seem to bring myself to go any further than that before blushing and deleting the entire thing O_O; **

**But as I continue another chapter done and now that I got the boring stuff out of the way I can get back into the plot that I really wanted to write. Hopefully sooner than later but no promises.**


	10. Revival

**This was the hardest chapter to write by far and it's not even that long. **

**Yes people it is another chapter and I am getting towards the end of the story. It's not an action chapter but it's something I needed to do to get the ball rolling again.**

**I think this chapter was so difficult because…well…I kinda hated the last few episodes of Ben 10 Ultimate Alien. I mean it seriously felt like the series was focusing on almost everyone else but Ben; especially Gwen (Might as well call it Gwen 10.) When the last battle took place I was excited thinking that it's going to be epic except it ends up being Ben almost but not really becoming bad and then his somewhat might still be girlfriend comes in at the very end and gets him to change his mind. I mean come on, his cousin and best friend was all ready to strike him down with no hesitation. Wow way to show the bond the three have.**

**Now that I have that out of my system I have to say that I am enjoying Ben 10 Omniverse. Artistic wise I don't like it as much *cough, cough Gwen and Kevin what the hell cough, cough* but the story line is really good so far. This new season was kind of like a double edge sword since many of you know O'm not big on AU's but "Man of Action" already took care of that by already having AU's through the show. With all that in mind it all really reinvigorated my writing. So here is one more chapter.**

Chapter 10

The sun light peaked through the closed curtains of Ben's bedroom as the teen lay on the couch taking an afternoon nap. He twisted and turned as sweat beaded down his forehead. His face twisted in pain for a moment but slowly his lips turned upwards into a smile. A smile laugh escapes from his mouth as he twisted his body sharply. The action caused him to roll off the bed and hit the floor with a thud. He sat up sharply with a gasp and with shaky breaths he looked around the room in confusion. He finally calmed himself down enough to take a seat back on the couch. It was the same dream he has been having since coming back home; laughing in a sea of his loved ones blood.

A few short beeps from his phone snapped Ben out of his thoughts. He dug through his pocket and picked it up. "Yeah?" he asked tiredly. His eyes widen as he listen to the person on the other line, "I'll be right there," he answered and leapt of the couch.

The green mustang pulled up and Ken, Ben, and Gwen got out. Gwen frowned and walked up to what remained of the Harris's home. Marina was kneeling over some pictures that survived the destruction. She threaded her fingers over her disheveled hair as she sighed tiredly.

"Marina?" Gwen said coming up behind the ex-plumber. Marina turned around quickly and looked up at the half Anodite.

"Oh Gwen," she said sniffing back a few tears. Gwen kneeled next to the older woman and pulled a picture out from under some debris. It was Marina holding a little Jason. A few other people were in the picture and they all wore birthday party hats.

"He was turning five years old then," Marina said taking the picture from Gwen. "It took all my savings for a year to throw that party but I made it work…just like I made it work to get this house for Jason. Now it's all gone," she said holding the small frame tightly to her chest. Gwen didn't know what to say and just rubbed Marina's back as the older woman cried at her destroyed home.

Ben and Kevin walked further into the destruction and found Jason sitting on the surviving half of his bed with Tiny resting his head on his lap. The small message device rested on Jason's hand.

"Hello Earth child. You were not here but I found this one knocking on your door. If you want to see her unharmed you will get your hands on the Anodites stone…or else," the Anlex said as Jason re-watched the message. Jason couldn't get the sight of the unconscious Mary out of his head. It was his fault she was in this mess; she had nothing to do with this.

"Jason," Ben said now in new clothing of a black and green t-shirt and brown cargo pants.

"Ben!" Jason said quickly getting up and knocking Tiny's head off his lap. He handed Ben the small device and had the coordinates come up.

"You need to help me save her please. Mary is innocent in all of this," Jason said. Ben looked away from the younger teen; black circles still lingering under his eyes. Ben took in a breath and looked back at Jason with determined eyes.

"I'll get her back Jason. I promise," he said.

"You will?" Jason asked taken back in surprised. With everything that's been happening Jason really wasn't expecting Ben to agree to help so easily. "But how?"

"I'll get the Ultimatrix back from Azmuth and-"

"No you won't." Kevin interjected. The two younger teens turned to the half-Osmosian with confusion written on their faces. "Ben I know you want to help but you aren't ready."

"Weren't you the one who told me that I had to get back on the horse," Ben said crossing his arms.

"Yeah but that's after you go through the Plumber training again, the watch is fully fixed and tested, and you actually get some sleep," Kevin defended.

"If it was under normal circumstances I would understand but there's a girl out there captured by an alien race that was only able to get this far with my help. I need to at least save her," Ben said and walked off. Jason took one last look at Kevin before chasing after the superhero teen. Gwen walked up to Kevin with the picture of Marina and Jason in her hands.

"Are we really going to let him do this?" Kevin said to her.

"Do we have a choice?" Gwen asked back. "We were never able to stop him before and that was when he was doing it to show off. Now he has an agenda and nothing we say is going to stop him."

"So what do we do? Just watch him get killed."

"No," Gwen said punching Kevin on the arm. "Seriously Kevin don't say something like that. We help him. We help him get through this fight, and through the demons that he's going to have when he puts that watch back on…like we always do," she said. Kevin sighed knowing that she was saying it to convince herself rather than explain to him. Kevin sighed and nodded his head in agreement. What else was he going to do?

Ben sat on a metal table swinging his legs back in forth in boredom. He stared out the window looking out into space. The longer it took Azmuth to come back into the room the more Ben got fidgety. The door finally opened with a swish and Neillee walked in with Azmuth on her shoulder and the small square metal box that housed the Ultimatrix was cradled in her hands.

"Are you sure you're ready for this?" Azmuth asked Ben. Ben nodded.

"Yeah," he said quietly. Neillee smiled softly and placed the box on the table in front of Ben.

"I promise you there is nothing to worry about with this new Omnitrix."

"You fixed it so I won't go all evil again," Ben said.

"I didn't just fix it Tennyson; I almost restored the entire watch. It is no longer an Ultimatrix but the actual working Omnitrix." Ben looked at him in confusion. Azmuth hopped off Neillee's shoulder and landed next to the steel box. He placed his hand on it and with a green glow the box opened. Instead of the large black and green watch sat a small almost delicate looking white and green one.

"It looks completely different," Ben said.

"That's because it is. I couldn't take the chance of a proto-type malfunctioning on that level again and so with the parts of the Ultimatrix I created, hopefully, the final version of the Omnitrix. It should no longer glitch the way it used to. Though the biggest change is that instead of it being a wireless database from the Codon Stream, the alien DNA will now be stored in the watch itself."

"Which means…?" Ben asked.

"There will never be enough DNA in the watch for it to do what it did before, to take over your body the way it did when you become an alien. It will only take the amount of your DNA to keep itself functioning."

"Well I'll take it just as long as it lets me control it and not the other way around," Ben said holding his hand out, palm down for Azmuth to place the Omnitrix on him. Azmuth grabbed the watch with both hands and stood on the edge of the table as Ben moved his wrist closer. Ben held his breath as the cool metal of the watch touched his skin. Azmuth clicked in place and the three waited with baited breath for something to happen. "Only one way to see if this thing works," Ben said and hopped off the bed frame.

Outside the closed doors Gwen stood against the wall chewing on the inside of her cheek in anticipation. She watched as Kevin walked back and forth anxiously which did nothing to help calm her.

"What is taking so long," Kevin cried out just as the doors open. Ben walked out with Azmuth on his shoulder and Neillee behind them.

"Well?" Gwen asked pushing off against the wall. Ben lifted up his arm and produced the white Omnitrix.

"It doesn't even look the same," Kevin said.

"It's the new and improved Omnitrix," Ben stated.

"We were about to try it out if you care to join us," Neillee said. Kevin nodded and the three partners made their way to the gym.

Once there Ben stood in the center and took in a deep breath. He looked down at the Omnitrix which caused him to feel like his stomach had lodged itself into his throat. The teen looked at everyone else and sighed. It was now or never.

"Just start with something safe," Gwen suggested. "One that doesn't have an Ultimate form." Ben nodded and tapped the watch. A holographic display appeared and he twisted the dial. Big Chill, Humungousaur, Goop, Spider Monkey…none of them seemed right. He then came upon Jerry Rig…the small alien didn't seem too scary as he looked upon the picture, nor did he have an ultimate counterpart. He locked onto it and punched down on the watch.

Everyone looked away as the room was enveloped by a green light. When they looked back they all came face to face with Swamp Fire; one of the aliens that could go Ultimate and potentially make him evil once again. Ben looked down at himself and his eyes widen.

"What?" he shouted in surprise, took a step back and tripped over his own legs. He pressed on the Omnitrix symbol quickly and he reverted back to his human self.

"Ben," Kevin called out and he ran over to Ben with Gwen at his heals.

"Are you alright?" Gwen asked.

"Yeah," Ben said swallowing and taking a few ragged breaths. "Just got taken back by surprise." Ben looked over at Azmuth. "I thought you said you got rid of all the glitches."

"There is nothing wrong with the Omnitrix. You need to get use to the new format just like you did with all the others."

"I don't have the master control either…do I?" Ben asked his eyes narrowing into a glare.

"I can't have you unlocking the watch all at once Tennyson. Get use to it first, practice and understand the watch. Then I will give you the master control."

"I feel like I'm 10 years old again," Ben said with a pout.

"I think it's for the best," Gwen said agreeing with Azmuth.

"Thank you Gwen," Azmuth said to the girl.

"Why don't you try it again," Kevin said rolling his eyes and taking a few steps towards Ben. Ben nodded slowly and with a slow breath outward he looked back at the Omnitrix. He popped it up found a picture of an alien that looked safe and pressed downward. The room once again filled green and when it died down Fasttrack stood in place of Ben.

Ben looks down and saw his body covered in the familiar blue and black skin. Kevin placed his hands on Fasttrack's shoulders with a warm smile upon his lips. Ben looked up and smiled back.

"Better?" Kevin asked.

"Better," Ben said and wrapped his now longer arms around Kevin's waist snuggling his head into Kevin's chest. Ben pulled away and tapped on his chest shutting the Omnitrix off. Neillee smiled.

"I sent Neillee to fetch Jason. They will meet us in the hanger bay if you want to start heading that way," Neillee said. Ben and Gwen nodded and everyone followed red alien out the gym.

Jason sat at a long table drumming his fingers along it. The conference room the group dumped him in was silent when not in use and seemed to be a good place to really think. Jason sighed as he looked out the window and watched a small Earth floating through space. The doors behind him swished open and shut. He turned quickly hoping for it to be Ben and his Omnitrix, ready to get Mary back. He turned back to the window when he saw he was wrong.

"Hey," Jason said quietly.

"Hi," Dee said taken a seat next to him. "How are you holding up?"

"Fine, I guess…just want to get out there and save Mary," Jason said.

"You know it's not your fault right?" Dee asked.

"How can it not? The only reason why she was there was because she wanted to see me and I wasn't there because my mom wanted me out of the house…because I was "moping" around," Jason said making quotation marks in the air.

"And why were you moping around," Dee asked back copying Jason's hand gestures.

"Because you didn't call me back," Jason sighed. Dee looked taken back. "I know it's stupid but…I thought you would want to hang out again."

"I did but I'm in the academy Jason…I can't just go down to Earth whenever I feel like it."

"I know…" Dee smiled softly. She snuck her hand onto the table and smoothly placed it on top of Jason's tapping fingers.

"You really missed me?" Dee asked slyly.

"Yes," Jason said and moved his hand quickly and stood up. "And because of that Mary's in trouble."

"Just because you weren't home?"

"No, because she was probably at my house since we've been talking on the phone. Since she met you at the Pier I asked her what she thought about you…how she thought I can make us…work,"

"I do not understand."

"I just wanted her opinion on things that we could do. When we were going out she was the one that always came up with the dates. She was giving me ideas…like I said, it's stupid." Dee stood up from her seat and walked over to Jason. She took his hands into hers. His light tan hands seemed that much paler against her dark red skin. She lifted herself onto her toes and lightly touched her lips to his. It took Jason by surprise. She pulled away with a smile.

"You already made us work…and I promise we will help you get Mary back. But let me tell you, the ideas that Mary would have given you couldn't compare to the things that use Plumbers do for fun." Dee said and gripped Jason's shirt pulling him in for another kiss.

When Dee and Jason made their way to the hanger deck, Jason was surprised to see so many other people already lined up; many in cadet uniforms and the rest in Plumber uniforms. In front of the large group Ben, Gwen, Kevin, and Max stood together. Two other aliens stood next to them that Dee quietly pointed out to be Magister Patelliday the second in command of all the Plumbers and Magister Hulka who trained cadets. Dee pulled Jason into one of the lines and the two stood silently.

"I called you all here not as a command but as a favor," Ben started. The Plumbers looked at each other in confusion and most of the cadets began to whisper trying to figure out where this was going.

"Quiet!" Magister Hulka shouted silencing the group quickly.

"Um, thanks," Ben stated giving an awkward smile to the large alien. "Anyway, I know that you all have different opinions about me after this past year and I will understand if you haven't forgiven me," Ben said causing some of the Plumbers to frown or scrunch their face in anger.

"But this mission isn't about me. You are all Plumbers here to protect the Earth from those who wish to destroy it. Someone has been captured in exchange for the Anodites Stone and you all know that can't happen. Besides that, these small battles with the Anlex will at some point turn into an all-out war so I say, why not bring the fight to them."

This time not only the cadets but the whole room filled with a buzz. They knew Ben was right. The war between the Anlex and the Anodites might not have to do with them specifically but it was clear that Earth was becoming involved. If the Anlex were to win there was no telling who the cockroach like aliens would attack next.

"Guys, guys!" Ben shouted over the crowed. "Before I go any further I need you to know that because the Plumbers haven't declared this an official war yet this is not a mandatory mission. I need as much volunteers as possible for this to work though. If you don't want to fight please…the doors are right behind us," the teen hero said gesturing to the hanger doors. Kevin scanned the room with a glare eyeing anyone who wanted to leave.

A few of the Plumbers looked at the door shifting from there left to their right foot but none moved towards the door.

"Alright then…we live in five hours," Ben stated.

As Dee and everyone was getting ready to head to Earth Jason made his way to the front of the ship. Kevin was right when Ben said it was the best place on the ship for the view of Earth and he wanted another look at it.

The door slid open and was surprised to see Ben was already in the small room. The teen sat along the window balcony with a small, green holographic image of the Bellwood in his hands. Ben looked up from his deep thoughts and smiled at Jason.

"Oh sorry. I didn't think you would be here. I'll leave you."

"Oh no it's fine," Ben laughed and turned off the holoscreen. "I really shouldn't be here anyway; Gwen's probably searching for me right now. Left a pair of dirty socks on the other side of the ship hopefully tricking her Mana detection for at least a little bit," Ben laughed.

"So what are you doing here? I thought you would be getting ready for the mission."

"Oh I am," Ben said turning the holoscreen back on. He used his fingers to move the image around until it showed the desert outside the city.

"Is that where the coordinates pointed to?" Jason asked moving closer to take a closer look.

"Yeah and I don't like how it's out in the open like this. It's just not there style."

"Style? They are a bunch of bug aliens. Do they really have a "style?" Jason asked making quotation marks around the last word.

"Like you said they're bug aliens and they really do act like a bug," Ben said scratching his chin in thought as he continued to look at the holoscreen. "And bugs like dark crevasses and places to hide easily. That's why they were living underground. That's why they had Grandpa Max, the Anodites and…Julie under the subway line." Ben said chocking on his last few words.

"So it's a trap," Jason said agreeing with Ben.

"That or they are working with other partners that are not of the bug species. I also don't like how they knew where you lived. I mean when the Anlex was tracking the Ultimatrix they got close but they never actually figured out which was your house. The way that Anlex just went up to your house…it's like it knew exactly where you lived."

"So you think there's a mole?" Jason asked in surprise. "But except for the group that was with us that night no one knew where I lived. One of them could have been the mole?"

"I could never think any of them would betray us. It got me thinking and I realized that your house would have been in the Plumber database because your mom and dad were Plumbers. That broadens the search to anyone who had access to the files." Ben said.

Jason sighed and leaned against the wall. "Why does everything have to be so complicated?"

"Believe me this is not the toughest mission I have ever been on," Ben laughed. He turned off the holoscreen and pocketed it.

"I just really want to bash some faces in and save Mary," Jason said punching the palm of his hand.

"I've been itching to hit some Anlex scum as well," Ben said. The door slid open and the two stopped short in their tracks. Gwen stood in front of them, her eyes glowing purple and a dirty sock in her hand.

"Ben Kirby Tennyson you are in so much trouble," Gwen said.

Ben sighed in defeat. "Well it was a good break while it lasted."

**So yeah I know short and kind of boring. Hopefully the next chapter will come out soon and will be filled with daring action and beautiful romance…**ಠ**_**ಠ

**Spoiler for episode 15 Omnivere:**

**So after watching episode 15 "Malefactor" I think something really bad happened between Ben and Malware. Ben seemed really upset about seeing that alien again and almost scared. I wonder if Malware could be the reason why Ben threw the Omnitrix into a shoebox at the bottom of his closet where he had to go searching for it in episode 1 of Alien Force. I always kind of wondered what could have made Ben do that considering 5 years earlier he wouldn't give up that watch for nothing.**

**Sorry just had to get that out there 'cause I am very curious about that and wondering if I'm the only one who thought that. I am going to look back on this paragraph one day feel either really smart or really stupid.**

**So as always review kindly **


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